NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, INDIA, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
On February 22, 2023, DistIT AB (publ) (“DistIT” or the “Company”) announced that the Board of Directors had resolved to carry out a fully secured issue of shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on March 21, 2023. Today, DistIT hereby announces that the final outcome of the Rights Issue shows that 19,590,485 shares, corresponding to approximately 139.5 percent of the Rights Issue, were subscribed for with and without subscription rights. Thus, the Rights issue is oversubscribed, and no shares have been allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.
A maximum of 14,040,466 shares were offered in the Rights Issue at a subscription price of SEK 7.00 per share. The result of the Rights Issue shows that 13,626,149 new shares, corresponding to approximately 97.0 percent of the Rights Issue, have been subscribed for with subscription rights. Additionally, 5,964,336 shares were subscribed for without subscription rights, corresponding to approximately 42.5 percent of the Rights Issue. The Rights Issue is thus oversubscribed, and no shares have been allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.
Notice of allotment
The allotment of the 414,297 shares subscribed for without subscription rights has been carried out in accordance with the allotment principles set out in the prospectus that has been prepared by the Company in connection with Rights Issue, which was published on March 23, 2023. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent on or about April 13, 2023. Subscribed and allotted shares must be paid in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.
Trading in paid subscribed shares and new shares
The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on April 20, 2023. The shares subscribed for with and without subscription rights are expected to be registered with the Swedish Companies Registration Office on or about April 24, 2023, and are expected to begin trading on Nasdaq First North Premier Growth Market on or about April 24, 2023.
Number of shares and share capital
Following the Rights Issue, DistIT’s share capital will increase by SEK 28,080,932, from SEK 28,080,932 to SEK 56,161,864, and the number of shares in DistIT will increase by 14,040,466 new shares, resulting in the total number of shares increasing from 14,040,466 shares to 28,080,932 shares.
Pareto Securities AB acts as Financial Advisor in connection with the Rights Issue. Advokatfirma DLA Piper Sweden KB acts as legal advisor to DistIT, and Baker & McKenzie Advokatbyrå KB acts as legal advisor to Pareto Securities AB in connection with the Rights Issue.
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.
This announcement 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. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Pareto Securities AB is acting for the Company in connection with the Rights 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 Rights Issue or any other matter referred to herein. Pareto Securities AB is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in DistIT AB. Any offer in respect of any of the Securities will only be made through the prospectus that DistIT AB expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of DistIT AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the United Kingdom who are not Relevant Persons.
This announcement does not constitute an investment recommendation. The price and value of Securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect DistIT AB’s current view of future events as well as financial and operational development.
Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect DistIT AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, DistIT AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
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) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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