In September 2025, iZafe Group AB, reg. no. 556762-3391 (“iZafe” or the “Company”), acquired the Dutch company Thuisapparatuur Nederland B.V. (“TAN”). iZafe has today entered into an addendum agreement with Stichting TCCN, the seller of TAN, under which the first partial payment for the acquisition, corresponding to a total of approximately EUR 310,000, will be paid in full through a new issue of a total of 10,386,409 B shares in iZafe at a subscription price of SEK 0.33 per B share.
The first partial payment for the acquisition relates to approximately EUR 170,000 in amortisation of loans from TAN to the seller, which were assumed by iZafe in connection with the acquisition. The remaining approximately EUR 140,000 relates to a partial payment of the purchase price for the acquisition. Following the first partial payment, EUR 1.24 million remains to be paid for the acquisition, of which approximately EUR 680,000 relates to repayment of assumed loans and approximately EUR 560,000 relates to the cash purchase price.
Payment of the remaining part of the acquisition will, as previously communicated, be made in six instalments during the period from 31 January 2027 to 31 July 2029, where the first instalment corresponds to 20 percent of the total amount and the remaining amount thereafter is distributed equally over the final five instalments.
The subscription price per B share amounts to approximately SEK 0.33, corresponding to the volume-weighted average price during the ten (10) trading days preceding the agreement date, with a discount of approximately 10.4 percent. Payment for the new B shares will be made in full by way of set-off against claims relating to the first partial payment for the acquisition of TAN.
The issue entails that the number of shares and votes in the Company increases by 10,386,409, from 430,591,337 shares, of which 600,000 are A shares, to 440,977,746 shares, of which 600,000 are A shares. The share capital increases by SEK 519,320.45, from SEK 21,529,566.85 to SEK 22,048,887.30. The issue entails a dilution effect of approximately 2.36 percent of the number of shares in the Company.
The issue will be resolved by the Board of Directors pursuant to the authorisation granted by the Annual General Meeting on 28 May 2026 and is expected to be completed no later than 31 July 2026.
Reasons for deviation from the shareholders’ preferential rights, etc.
The reason for deviating from the shareholders’ preferential rights is to carry out the first partial payment for the acquisition of TAN in a time- and cost-efficient manner without affecting the Company’s short-term liquidity position.
The Board of Directors has carefully considered alternative financing options, including carrying out a rights issue. Taking into account the limited size of the issue, the expected time required and the costs associated with alternative financing solutions, the Board of Directors has found that a directed new share issue to the seller is the most appropriate solution. The Board’s overall assessment is therefore that a directed issue is beneficial to both iZafe and its shareholders, and that the reasons for deviating from the shareholders’ preferential rights outweigh the reasons for carrying out a rights issue.
The subscription price has been agreed through arm’s length negotiations with the counterparty and is considered to be market-based, as it is based on the volume-weighted average price during the ten (10) trading days preceding the signing of the agreement, with an issue discount that is slightly lower than the issue discount applied in the Company’s most recent directed new share issue.
