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2017-10-25

Bayn Europe AB: Bayn Europe secures external financing of up to SEK 20 million to support the roll-out of EUREBA® and issue...

Bayn Europe has signed an agreement relating to an investment of up to
SEK 20 million. The capital will be used for the production and the
roll-out of EUREBA®, a natural solution for sugar and calorie
reduction, with a consistent quality and taste profile. The
transaction is carried out through a private placement of convertible
notes (the "Notes") with warrants attached (the "Warrants") in
several tranches spread over 24 months (each, a "Tranche").

"This investment will enable us to roll-out EUREBA® and produce in
enough volumes in order to meet the demand. We are pleased to be able
to welcome a large international institutional investor among our
investors", says Lucy Dahlgren, Bayn Europe's CEO and founder.

The Tranches are subscribed by a fund managed by L1 Capital Pty, Ltd.
(the "Investor"). L1 Capital is a fund manager based in Melbourne,
with over US$ 1 billion under management. L1 Capital manages 5 funds
with positions across the globe and sectors and has been one of
Australia's top performing Australian equity fund managers since its
inception in 2007. L1 Capital's investments in Europe focus on
technology and healthcare smallcap companies presenting a strong
growth potential.

The placement of the first Tranche of SEK 3 million by Bayn Europe,
whose execution is conditioned upon prior shareholders' approval, is
the first transaction launched under the global issuance agreement
entered into by Bayn Europe with the Investor dated Oct 24, 2017.

In connection with this agreement, Bayn Europe will also issue free
warrants to existing shareholders, to protect them against dilution
(the "Shareholders Warrants"). For the first Tranche, one (1) warrant
will be allocated for fifteen (15) shares held on 21 days after the
date of this press release. The Shareholders Warrants will have the
same characteristics as those of the Investor.

Highlights about the transaction:

· The first Tranche is a private placement of SEK 3 million launched
through the issuance of Notes with Warrants attached.

· Upon the full exercise of the Warrants and the Shareholders'
Warrants of the first Tranche, the investment may provide Bayn Europe
with an additional SEK 4.45 million.

· Maximum additional potential financing of up to SEK 17 million
(plus up to a SEK 12.75 million upon exercise of all the Warrants)
through further Tranches of Notes with Warrants attached over the
next 24 months, subject to fulfilment of certain conditions.

· As a technical measure in order to meet the Investor's demand
for immediate access to its shares, the majority shareholders Första
Entreprenörsfonden and Bayn Europe's CEO Lucy Dahlgren will, during a
transitional period, lend shares to the share agent engaged for this
financing agreement.

· Bayn Europe's board of directors will shortly approve the issuance of the first Tranche as it is within the limitations of Bayn Europe's articles of association.

Main characteristics of the Notes, the Warrants and the Shareholders'
Warrants:

· The Notes have a principal amount of SEK 50,000 each. They bear no
interest and have a maturity of 12 months from the date of the
registration of their issuance s with the Swedish Companies
Registration Office. During their term, the Investor may request to
convert any or all of the Notes at a variable conversion price
representing a discount to the lowest daily closing bid price over
the 15 trading days (the "Reference Price") preceding the conversion
date. The discount will be equal to 12% for the first SEK 10 million
of the investment and 10% for the subsequent SEK 10 million of the
investment.

· Upon such conversion request, Bayn Europe have the option to
remit, at its discretion, cash, shares in Bayn Europe or a
combination of both. This characteristic will enable Bayn Europe to
manage the potential dilution resulting from the notes.

· The Warrants have a maturity of three (3) years from the date of
the registration of their issuance with the Swedish Companies
Registration Office and will immediately be detached from the Notes.
Each Warrant gives right to subscribe for one (1) new share (subject
to standard adjustments in accordance with the terms and conditions
of the Warrants) in Bayn Europe at a fixed strike price representing
a 15% premium to the Reference Price on the date of the request from
Bayn Europe to issue a new Tranche.

· In the specific case of the first Tranche, the strike price will
represent a 15% premium to the lower of (i) the Reference Price on
the date of issuance of the first Tranche, (ii) the Reference Price
on the date of signature of the term sheet between Bayn Europe and
the Investor, and (iii) the Reference Price on the date of signature
of the issuance agreement. Bayn Europe will publicly announce the
number and the strike price of these Warrants upon issuance of the
first Tranche.

· The Shareholders Warrants will have the same characteristics as
the Warrants and will be admitted to trading on Nasdaq First North.

Issuance of the subsequent Tranches

· Bayn Europe's board of directors has committed to the Investor
that it will, at a general shareholders' meeting, propose to increase
the maximum number of shares that can be issued, if necessary, and to
delegate the authority to the board of directors to approve the
issuance of further Tranches of Notes with Warrants attached.

· Each subsequent Tranche will amount to SEK 1.5 million (such
amount may be increased upon mutual consent of the Investor and Bayn
Europe).

· Subject to the fulfillment of the following conditions on the
date of the request and the date of funding of the requested Tranche,
Bayn Europe can request the Investor to subscribe a new Tranche:

1. . all outstanding Notes have been converted or redeemed;
2. . no material adverse change has occurred;
3. . no event of default is in existence;
4. . no impossibility for the conversion of the Notes has occurred over the 90 preceding calendar days;
5. . no suspension of trading of the shares has occurred over the 90 preceding calendar days;
6. . Bayn Europe has a sufficient number of shares authorized for issuance by the board of directors upon conversion of the Notes into shares and upon exercise of the Warrants;
7. . the closing price and the daily volume weighted average price of the shares on each of the 5 preceding trading days is at least equal to SEK 2.40; and
8. . the average daily value traded of the shares over the 10 preceding trading days is at least equal to SEK 100,000.

The full terms and conditions of the Notes and the Warrants will also
be published on Bayn Europe's website (in both Swedish and English).

Example based on one Tranche:

· Issuance of Tranche:
· o Tranche amount: SEK 3,000,000
· o Tranche issuance Reference Price: SEK 4
· o Strike price of Warrants: SEK 4 * 115% ? SEK 4,60
· o Number of Notes: 3,000,000 / 50,000 = 60 Notes
· o Number of Warrants: 3,000,000 * 75% / (4,6) = 489.130
· o Number of additional warrants for Bayn Europe's shareholders: 489.130
· Conversion of Notes:
· o Reference Price: SEK 5
· o Conversion Price: SEK 5 * 88% ? SEK 4,40
· o Number of shares: SEK 3,000,000 / SEK 4,40 = 774.793 shares

· Full exercise of warrants:Dilution of shareholders per current
number of shares from Notes and at full exercise of all warrants:
~11.2%

· o Investment from Investor's Warrants at exercise: SEK 4,60 * 489.130 = SEK 2.249.998
· o Investment from Shareholders' Warrants at exercise: SEK 4,60 * 489.130 = SEK 2.249.998
· o Total number of shares from warrants: 978.261
· o Total additional investment from warrants: SEK 4.499.996

·
·
· About Bayn Europe
· Bayn Europe is an independent formulation developer of cutting
edge and healthy sugar reduction solutions for the food and beverage
industry. Bayn's total solutions focus on taste, texture and
cost-in-use. Bayn's product portfolio contains ingredients and sugar
replacers for food and beverage applications. Bayn's business model
is based on solid networks of scientific research, market channel
partnerships and contracted manufacturers.

·
· Bayn Europe was founded in 2009 in Stockholm, Sweden, and is
listed at Nasdaq Stockholm, First North, since 2014.

·
· Mangold Fondkommission AB is Bayn's Certified Adviser. Telephone
+46-8-5030 1550.

For more information, please contact Lucy Dahlgren, Managing Director
Bayn Europe AB, e-mail ld@bayn.se

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http://news.cision.com/se/bayn-europe-ab/r/bayn-europe-secures-external-...
http://mb.cision.com/Main/5651/2375106/741343.pdf

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