NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA 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.
Acroud AB (publ) ("Acroud" or "the Company") has, in accordance with the announcement made through a press release earlier today, completed a directed share issue of 35,294,118 shares at a price of SEK 2.55 per share (the “Share Issue”) amounting to approximately SEK 90 million in allocated demand. The subscription price in the Share Issue has been determined through an accelerated book building procedure performed by ABG Sundal Collier AB. Acroud will receive gross proceeds amounting to approximately SEK 75 million through the Share Issue. 5,820,759 shares in the Share Issue will be paid for by set-off against SEK 14,842,935 of the Company’s outstanding bonds. The Company’s two largest shareholders, Trottholmen AB and Strategic Investment AS was allocated 15,506,659 shares in the Share Issue. Furthermore, the Company’s board of directors has today resolved to issue an additional 3,051,548 shares to pay for the acquisition announced on 17 November 2020 (the “Acquisition”).
The Share Issue
The subscription price in the Share Issue was determined through an accelerated book building procedure led by ABG Sundal Collier AB. The subscription price corresponds to a discount of 15 percent compared to the closing price of the Company’s share on Nasdaq First North Growth Market on 24 November 2020. Acroud will receive proceeds amounting to approximately SEK 75 million through the Share Issue before deduction of transaction costs. 5,820,759 shares in the Share Issue will be paid for by set-off against SEK 14,842,935 of the Company’s outstanding bonds. The Company’s two largest shareholders, Trottholmen AB and Strategic Investment AS was allocated 15,506,659 shares in the Share Issue.
The board of directors' assessment, based on the accelerated book building process executed by ABG Sundal Collier AB, is that the Share Issue was carried out on marketable terms.
The Share Issue will enable the Company to act swiftly when attractive opportunities for acquisitions arise and strengthen the Company’s financial position.
The Share Issue was carried out with deviation from the existing shareholders’ preferential rights based on the authorisation granted by the annual general meeting held on 25 June 2020. The reason for the deviation from the shareholders' preferential rights was to broaden the ownership base in the Company and take the opportunity to raise capital on favourable terms in a time- and cost-effective manner. In addition the Company's debt is decreased by the set-off of the Company's outstanding bonds.
Through the Share Issue, the number of shares in the Company will increase by 35,294,118 and the share capital will increase by approximately EUR 892,887. The Share Issue entails a dilution of approximately 32 percent of the total number of shares and votes for existing shareholders, based on the total number of shares in the Company after the Share Issue.
The board of directors has, pursuant to the authorization granted from the annual general meeting on 25 June 2020, also resolved to issue 3,051,548 shares as part of the payment for the purchase price in the Acquisition (the "Consideration Share Issue"). The subscription price of SEK 3.01 in the Consideration Share Issue corresponds to the volume weighted average share price of the Acroud share on Nasdaq First North Growth Market during a period of 20 trading days up to an including 23 November 2020. All shares in the Consideration Share Issue have been subscribed for and allotted.
Through the Consideration Share Issue, the number of shares in the Company will increase by 3,051,548 and the share capital will increase by approximately EUR 77,199. The Consideration Share Issue entails a dilution of 4 percent of the total number of shares and votes for existing shareholders, based on the total number of shares in the Company after the Consideration Share Issue.
Through the Share Issue and Consideration Share Issue, the number of shares in the Company will increase by 38,345,666 to 113,950,153 and the share capital will increase by approximately EUR 970,086 to EUR 2,883,237. The Consideration Share Issue and Share Issue entails a dilution of approximately 34 percent of the total number of shares and votes for existing shareholders, based on the total number of shares in the Company after the Consideration Share Issue and Share Issue.
ABG Sundal Collier AB has been appointed Sole Bookrunner and Baker McKenzie Advokatbyrå KB has been appointed as legal counsel in connection with the Share Issue.
This information constitutes inside information that Acroud AB (publ) is required to disclose under the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact persons below, at the time specified by Acroud AB’s (publ) news distributor Cision for publication of this press release. The persons below may also be contacted for further information.
For further information, please contact:
Robert Andersson, President and CEO
+356 9999 8017
Gustav Vadenbring, CFO
+356 9967 6001
|ACROUD AB (publ)|
|Telephone:||+356 2132 3750/1|
About ACROUD AB
ACROUD owns, operates and develops high-quality comparison sites, mainly in iGaming affiliation, for the purpose of helping our partners by channelling high-quality users to the Company’s customers – primarily iGaming operators. Through the sites, ACROUD generates high-quality users, primarily to global iGaming operators. The Company, which was founded in 2003, has just over 70 employees and is headquartered in Malta. The share (ACROUD) is listed on Nasdaq First North Growth Market. Certified Adviser: FNCA Sweden AB, [email protected], +46 8 528 00 399
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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 the Company in any jurisdiction, where such offer would be considered illegal. In a member state within the European Economic Area (“EEA”), this announcement is directed only to a qualified investor in that member state as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
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 Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States 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.
In the United Kingdom, this document 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” 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 is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue.
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 new shares. Any investment decision in connection with the Share 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 ABG Sundal Collier AB. ABG Sundal Collier AB is acting for the Company in connection with the Share 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 Share Issue or any other matter referred to herein.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Share 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 regarding the Company and its industry. 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.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 required by law or Nasdaq First North Growth Market’s 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) 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier AB will only procure investors who meet the criteria of professional clients and eligible counterparties.
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.