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Alcadon

Alcadon

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Alcadon intends to carry out a directed new share issue

18:32 / 6 March 2024 Alcadon Press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

Alcadon Group AB (publ) (”Alcadon” or the ”Company”) today announces its intention to, with deviation from the shareholders’ preferential rights, carry out a directed new share issue of approximately SEK 75 million to Swedish and international institutional investors as well as other qualified investors (the "Directed New Share Issue"). The proceeds from the Directed New Share Issue, if carried out, will be used to partly finance the acquisition of Wood Communications Ltd. (”Wood Communications”) that was announced in a separate press release earlier today.

The Directed New Share Issue is intended to be carried out with deviation from the shareholders' preferential rights and based on the authorization from the annual general meeting held on 28 April 2023. Alcadon has engaged Skandinaviska Enskilda Banken AB (publ) (”SEB”) to assess the conditions for the Directed New Share Issue through an accelerated bookbuilding procedure.

The subscription price for the shares in the Directed New Share Issue is to be determined through an accelerated bookbuilding procedure, which will commence immediately after publication of this press release and end before the commencement of trading on Nasdaq First North Growth Market on 7 March 2024. The bookbuilding procedure may, at the discretion of the Company or SEB, close earlier or later and may be cancelled at any time. The Company will announce the outcome of the Directed New Share Issue in a subsequent press release after the closing of the bookbuilding procedure.

The rationale for carrying out the Directed New Share Issue is to partly finance the acquisition of Wood Communications, which was announced in a separate press release earlier today. In addition, the Directed New Share Issue might broaden the shareholder base, which the board of directors believes would strengthen the liquidity of the shares and be beneficial to the Company. A prerequisite for the acquisition of Wood Communications is that the Company secures sufficient financing through a capital injection. The Company has considered the possibility to raise the required equity through a rights issue for existing shareholders but concluded it would be significantly more time- and cost-consuming to implement, and thus would entail increased market risk exposure compared to the Directed New Share Issue. Furthermore, a rights issue would not be feasible given the fact that the acquisition of Wood Communications is expected to be completed on or around 2 April 2024.  Considering the above, the board of directors has made the assessment that the Directed New Share Issue with deviation from the shareholders’ preferential rights will be the most favourable alternative for Alcadon and in the best interest of the Company’s shareholders. As the subscription price in the Directed New Share issue will be determined through a bookbuilding procedure, the board of directors assesses that the subscription price will reflect current market conditions and demand. 

In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares (with the exception of the shares intended to be issued to Keith Mahony and Derek Finlay as part of the purchase price for the acquisition of Wood Communications) for a period of 180 calendar days after the delivery of the new shares to the investors in the Directed New Share Issue. Board members and senior executives, including the CEO and the CFO, have undertaken not to sell any shares in Alcadon for a period of 90 calendar days after the delivery of the new shares to the investors in the Directed New Share Issue, with customary exceptions.

Advisors
SEB Corporate Finance act as Sole Bookrunner and KANTER Advokatbyrå is legal advisor in connection with the Directed New Share Issue.

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