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2021-09-08

Stillfront Group intends to carry out a directed share issue of SEK 1 billion, primarily to finance the acquisition of Jawaker

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.

Stillfront Group AB (the "Company" or “Stillfront”) hereby announces the Company's intention to carry out a share issue, with deviation from the shareholders' preferential rights, to raise SEK 1 billion, directed to Swedish and international institutional investors (the “Directed Issue”). The Directed Issue is carried out as part of the acquisition of Jawaker FZ LLC (the “Acquisition”) announced by the Company earlier today and to strengthen its financial position. The Company has engaged Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG (jointly referred to as "Managers") to investigate the conditions for carrying out the Directed Issue through an accelerated book-building procedure, which will commence immediately. Stillfront’s largest shareholder, Laureus Capital GmbH (“Laureus”), has undertaken to subscribe for shares in the Directed Issue.

The Directed Issue
The subscription price in the Directed Issue will be determined through an accelerated book-building procedure, which is to commence immediately after the publication of this press release on September 8, 2021. The Directed Issue is subject to the Board of Director's decision, which together with pricing and allotment is expected to take place before the commencement of trading on Nasdaq Stockholm on September 9, 2021. The Company will announce the outcome of the Directed Issue when the book-building procedure has been completed and prior to the commencement of trading on Nasdaq Stockholm on September 9, 2021 at the latest. The Board of Directors may at any time decide to suspend, shorten or extend the book-building procedure and to refrain in whole or in part from conducting the Directed Issue.

Stillfront’s largest shareholder, Laureus, has undertaken to subscribe for shares in the Directed Issue, up to an amount equivalent to 12.27 percent of the Directed Issue if it is carried out. Laureus is partially owned by a member of Stillfront’s Board of Directors, Dr. Kai Wawrzinek, and the part of the issue directed to Laureus will be subject to approval by an extra general meeting of the Company’s shareholders.

The Company intends to use the net proceeds from the Directed Issue to finance the Acquisition, which is expected to be closed in October 2021, and to further strengthen the Company’s financial position in line with already announced company targets. The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time- and cost-effective manner on favorable terms and to diversify the shareholder base with qualified and institutional investors. For further information regarding the financing of the Acquisition, see separate press release titled “Stillfront Group acquires Jawaker and continues expansion in the MENA region and intends to raise new financing” published earlier today.

Advisers
Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG are Joint Global Coordinators. Gernandt & Danielsson Advokatbyrå KB acts as legal counsel to the Company and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Managers in connection with the Directed Issue.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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 Stillfront in any jurisdiction, neither from Stillfront 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 press release 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. Stillfront has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release 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" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The Managers is acting for the Company in connection with the Directed Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements
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 materialize 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 main 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) Art...

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