In November 2022 iZafe Group AB ("iZafe" or the "Company") acquired Pilloxa AB and, in connection with the acquisition, carried out a directed issue of units consisting of shares of series B and warrants of series TO13B. To compensate existing shareholders for the dilution from the directed issue of units, and with the purpose of capitalizing iZafe in a favorable way, the Company issued warrants of series TO13B free of charge to all shareholders. A total of 118,556,833 warrants of series TO13B were issued. Each warrant gives the right to subscribe for one (1) new share of series B in the Company. The subscription price has been set to SEK 0.20 per share of series B. The exercise period for warrants of series TO13B runs from February 23, 2023, up to and including March 8, 2023.
Each warrant gives the right to subscribe for one (1) new share of series B in the Company. The subscription price for the warrants of series TO13B shall correspond to 70 percent of the
volume-weighted average price of the Company's share of series B on Nasdaq First North Growth Market during the measurement period from and including February 9, 2023, up to and including February 22, 2023. However, not lower than the quota value for the Company's share, corresponding to SEK 0.20, and not higher than SEK 0.30 per share. The volume-weighted average price of the Company's share of series B during the measurement period amounted to approximately SEK 0.21. Thus, the subscription price is determined to SEK 0.20. The exercise period for warrants of series TO13B runs from February 23, 2023, up to and including March 8, 2023. Complete terms and conditions for the warrants of series TO13B are available on the Company's website, www.izafegroup.com.
Summarized terms for the warrants of series TO13B:
Exercise period: February 23, 2023 – March 8, 2023.
Exercise price: SEK 0.20 per share of series B.
Issue size: 118,556,833 warrants of series TO13B, which entitles to subscription of 118,556,833 shares of series B. If all the warrants are exercised, the Company will receive approximately SEK 23.7 million before issuing costs.
Last day for trading warrants of series TO13B: March 6, 2023.
Share capital and dilution: If all warrants are exercised the share capital will increase with SEK 23,711,366.60, from SEK 30,756,066.00 to SEK 54,467,432.60. If all warrants are exercised the number of shares will increase with 118,556,833 shares of series B, in total the number of shares in the Company will increase from 153,780,330 shares to 272,337,163 shares (600,000 shares of series A and 271,737,163 shares of series B). The dilution at full exercise of all warrants amounts to approximately 43.53 percent of the number of shares and 42.69 percent of the votes in the Company.
Note that the warrants of series TO13B that are not exercised at the latest March 8, 2023, or sold at the latest March 6, 2023, will expire without value. For the warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants. Please note that some trustees may close their registration earlier than 8 March 2023.
Advisors
Mangold Fondkommission AB is the financial advisor and Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the exercise of the warrants of series TO13B.