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Speqta carries out a directed new share issue and raises proceeds amounting to approximately SEK 125.0 million
IINSIDE INFORMATION: The Board of Directors of Speqta AB (publ) ("Speqta" or the "Company") has, in accordance with what was announced in the Company's press release yesterday, resolved to carry out a Directed New Share Issue of 17,605,633 shares, corresponding to SEK 125.0 million (the "Directed New Share Issue"). The subscription price in the Directed New Share Issue has been determined to SEK 7.1 through a so-called accelerated book building procedure led by Carnegie Investment Bank AB (publ) ("Carnegie"). The subscription price per share represents a discount of 4.1 percent compared to the volume weighted average price (VWAP) of SEK 7.4 for the period of the last ten trading days up to and including 20 January 2020. Investors in the Directed New Share Issue comprise several Swedish and international institutional investors, e.g. Acervo, Alcur, Erik Selin, Länsförsäkringar Fonder and Swedbank Robur. The proceeds from the Directed New Share Issue will be used to partially finance the acquisition of Eone Oy (the "Acquisition") and to strengthen the Company's working capital and liquidity in order to continue to develop the Company's operations.
The Directed New Share Issue in brief
- The subscription price in the Directed New Share Issue has been determined to SEK 7.1 through a so called book-building procedure led by Carnegie and comprise a total of 17,605,633 shares, thereby raising proceeds amounting to approximately SEK 125.0 million before deduction of costs related to the Directed New Share Issue.
- The subscription price per share represents a discount of 4.1 percent compared to the volume weighted average price (VWAP) of SEK 7.4 for the period of the last ten trading days up to and including 20 January 2020. The subscription price per share represents a discount of 10.4 percent compared to the closing price as of 20 January 2020 of SEK 7.92.
- The Directed New Share Issue was subscribed by several Swedish and international institutional investors such as Acervo, Alcur, Erik Selin, Länsförsäkringar Fonder and Swedbank Robur.
- The Directed New Share Issue entails that new shareholders will receive shares corresponding to 32 percent of the number of shares and votes following the Directed New Share Issue.
- Through the Directed New Share Issue, the number of shares in the Company will increase by 17,605,633, from 38,190,717 to a total of 55,796,350. The share capital will increase by SEK 8,802,816.50, from SEK 19,095,358.50 to a total of SEK 27,898,175.00.
“We are pleased about the great interest shown by institutional investors to participate in the Directed New Share Issue and the inclusion of multiple strong and long-term institutional investors in our share register. We feel that the acquisition of Eone combined with the knowledge, platform and position within performance based marketing we already have today, Speqta stands strong in creating future long-term shareholder value for both our existing and new shareholders.”, says Fredrik Burvall, Chairman of Speqta
The reason for the Directed New Share Issue and the reason for deviating from the shareholders' preferential rights is to ensure in a timely and cost-effective manner the financing of the Acquisition which is expected to be closed in February 2020 and to strengthen the Company's working capital and liquidity in order to continue to develop the Company's operations. For further information regarding the financing of the Acquisition, see separate press release entitled "Speqta enters into an agreement to acquire market leading loan broker in Finland - Rahalaitos" published yesterday. By establishing the subscription price in the Directed New Share Issue through an accelerated book building procedure, it is the Board of Directors assessment that the subscription is ensured to be in accordance with market conditions.
The Board of Directors has resolved to carry out the Directed New Share Issue based on the authorization from the Annual General Meeting held 13 May 2019.
Lock-up period for the seller and existing shareholders
In connection with the Directed New Share Issue, the shareholders Andre Lavold, Henrik Persson Ekdahl and Mikael Riese Harstad have entered into a 24 month lock-up, and the shareholders Jonas Söderqvist, Andereas Friis and Henrik Kvick have entered into a ninety-days lock-up in relation to Carnegie, all of which includes customary exceptions and exemptions from Carnegie. Further, the Board of Directors and the members of senior management have entered into a one-year lock-up undertaking in relation to Carnegie, which includes customary exceptions and exemptions Carnegie, and which will expire if such individuals' assignments with the Company ceases prematurely.
For further information regarding lock-up undertakings in connection with the Acquisition, see separate press release entitled "Speqta enters into an agreement to acquire market leading loan broker in Finland - Rahalaitos" published yesterday.
Conference call for investors, analysts and the media
Representatives of Speqta invites investors, analysts and the media to participate in a conference call today on 21 January 2020 kl. 13:00 CET in order to further describe the Acquisition. To participate in the telephone conference with the possibility to ask questions, please dial in on +46 850 69 21 80 and enter the conference ID 2199439.
Carnegie is acting as financial advisor and Advokatfirman Delphi is the legal advisor to the Company in connection with the Acquisition and the Directed New Share Issue. Baker McKenzie is the legal advisor to Carnegie in connection with the Directed New Share Issue.
This information is such information Speqta AB (publ) is obliged to make public in accordance with the (EU) Market Abuse Regulation. The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by Speqta's news distributor Cision at the publication of this press release. The responsible person below may be contacted for further information.
Fredrik Lindros, CEO
+46 723 10 66 66
Speqta is a digital media house that owns and operates a leading international advertising network as well as several digital products and services within the performance-based marketing. The Company has two business areas: Speqta Shopping and Speqta Food & Beverage. The Company is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker "speqt.".
The company's Certified Adviser is Västra Hamnen Corporate Finance AB, telephone number: +46 40 20 02 50, e-mail: firstname.lastname@example.org.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Speqta in any jurisdiction, neither from Speqta nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Speqta has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Speqta have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Speqta may decline and investors could lose all or part of their investment; the shares in Speqta offer no guaranteed income and no capital protection; and an investment in the shares in Speqta is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed New Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Speqta.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Speqta and determining appropriate distribution channels.