NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES .
iZafe Group AB (publ) ("iZafe" or the "Company") has completed the rights issue of units, consisting of shares and warrants of series TO10 B, resolved upon by the Board of Directors on September 6, 2021 (the "Rights Issue"). The Rights Issue has been subscribed for to a total of 100 percent, where approximately 43.6 percent was subscribed for by use of units rights, approximately 4.1 percent was subscribed for without use of units rights and approximately 52.3 percent was subscribed for by underwriters. The over-allotment issue described in the prospectus that was published on September 24, 2021, will not be carried out.
The subscription period in the Rights Issue ended on October 18, 2021. The final outcome shows that a total of 35,435,674 units have been subscribed for through the Rights Issue and the Company will thus receive approximately SEK 53.2 million before issue costs. Upon full exercise of all warrants of series TO10 B, the Company may be provided with an additional capital injection of up to approximately SEK 80 million after the exercise period that runs from and including September 27, 2022 to and including October 11, 2022.
Allocation of units subscribed for without the support of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on September 24, 2021 due to the Rights Issue (the "Prospectus"). Notification of such allocation is announced separately by a settlement note sent out. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Through the Rights Issue, the number of shares in the Company increase by 35,435,674 shares, from 35,435,674 shares to 70,871,348 shares and the share capital increase by SEK 35,435,674, from SEK 35,435,674 to SEK 70,871,348. In the event that all warrants are also fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional maximum of 35,435,674 shares, from 70,871,348 shares to 106,307,022 shares, and the share capital will increase with an additional maximum SEK 35,435,674, from SEK 70,871,348 to SEK 106,307,022. Each warrant of series TO10 B entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price of the Company's share on Nasdaq First North Premier Growth Market during the period from and including September 12, 2022 to and including September 23, 2022, however a minimum of SEK 1.00 and a maximum of SEK 2.25 per share.
The Extraordinary General Meeting on September 23, 2021, resolved to authorize the Board of Directors to resolve on the over-allotment issue described in the prospectus that was published on September 24, 2021, in order to satisfy any oversubscription in the Rights Issue. However, the outcome in the Rights Issue means that the over-allotment issue will not be carried out.
Trading with BTU (Paid Subscribed Unit) takes place on Nasdaq First North Premier Growth Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 43, 2021.
In connection with the Rights Issue, a number of external investors have made underwriting commitments. For underwriting commitments made, underwriting compensation of 10 percent of the underwritten amount is paid in cash or alternatively 12 percent of the underwritten amount in the form of newly issued shares in the Company. Underwriters who wish to receive underwriting compensation in the form of newly issued shares must notify Mangold Fondkommission AB no later than 25 October, 2021. The subscription price for shares issued as underwriting compensation has been set at SEK 1.50 per share. In total, a maximum of 3,501,700 new shares may be issued as underwriters compensation to the underwriters.
Mangold Fondkommission AB is the financial advisor to iZafe in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in iZafe in any jurisdiction. Invitation to the persons concerned to participate in the Rights Issue has only taken place through the EU growth prospectus which the Company published on September 24, 2021.
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 information in this press release may not be announced, published or distributed in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, South Africa or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
Within the European Economic Area, no offer is made to the public of securities in any country other
than Sweden. In other Member States of the European Union, such an offer may only be made in
accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.