Freemelt announces outcome of the fully guaranteed rights issue

23 Apr 2024 | Regulatory

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Freemelt Holding AB (publ) (”Freemelt” or the “Company”) today, on 23 April 2024, announces the outcome of the Company’s fully guaranteed rights issue of approximately SEK 66 million before deduction of issue costs (the “Rights Issue”). The outcome of the Rights Issue shows that 12,399,584 shares, corresponding to approximately 58.6 percent of the Rights Issue, have been subscribed with the support of subscription rights. Additionally, applications for subscription of 1,676,864 shares without support of subscription rights have been submitted, corresponding to approximately 7.9 percent of the Rights Issue. Together, subscriptions with support of subscription rights and subscription applications for subscription without support of subscription rights correspond to approximately 66.5 percent of the Rights Issue. Hence, guarantee undertakings of 7,079,107 shares, corresponding to approximately 33.5 percent of the Rights issue will be utilized. The Rights Issue provides the Company with approximately SEK 66 million before deduction of issue costs.

About the Rights Issue
Those who on the record date 4 April 2024 were registered as shareholders in the share register kept by Euroclear Sweden AB, on behalf of the Company, had pre-emptive rights to subscribe for shares in the Rights Issue. Each share held in Freemelt entitled to one (1) subscription right and nine (9) subscription rights entitled to subscribe for four (4) new shares at the subscription price of SEK 3.10 per share. In addition, the option to subscribe for shares without the support of subscription rights was offered. The Rights issue was fully covered by subscription commitments and guarantee undertakings.

Final outcome
The subscription period in the Rights Issue was open until and including 22 April 2024. The final outcome in the Rights Issue shows that 12,399,584 shares, corresponding to approximately 58.6 percent of the Rights Issue, have been subscribed with the support of subscription rights. In addition, applications for subscriptions of 1,676,864 shares without subscription rights, corresponding to approximately 7.9 percent of the Rights Issue, have been received. In total, subscription with support of subscription rights and subscriptions without support of subscription rights correspond to approximately 66.5 percent of the Rights Issue. Guarantee undertakings of 7,079,107 shares, corresponding to approximately 33.5 percent of the Rights issue will thereby be utilized. The Rights Issue provides the Company with approximately SEK 66 million before deduction of issue costs.

Trading in paid subscribed shares (”BTA”) will take place on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place during week 18 2024. Thereafter will the new BTAs, approximately a week later, be converted to shares. The new shares will be admitted to trading on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.

Notice of allotment
Notice of allotment to the persons who have subscribed for shares without subscription rights is expected to be distributed on 23 April 2024. Such subscribed and allotted shares shall be paid for in cash in accordance with the instructions on the contract note. Subscribers who have subscribed for shares through a nominee will receive notification of allocation in accordance with the respective nominee’s procedures. Only those who have been allotted shares will be notified.

Number of shares, share capital and dilution
Through the Rights Issue, the number of shares in Freemelt will increase by 21,155,555 shares from 47,600,000 shares to 68,755,555 shares and the share capital will increase by approximately SEK 1,057,777.75, from SEK 2,380,000.00 to SEK 3,437,777.75, which corresponds to a dilution effect of approximately 30.8 percent of the total number of shares and votes in the Company.

Advisors
Freemelt has engaged ABG Sundal Collier AB as Sole Global Coordinator and Setterwalls Advokatbyrå as legal advisor.

Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued the Company in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Japan, Canada, Hong Kong, New Zealand, Singapore, South Africa, Russia, Belarus or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

This press release is not a prospectus under Regulation (EU) 2017/1129 (together with applicable implementing measures in any Member State, the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be connected with an investment in shares or other securities in the Company. The invitation to interested persons to subscribe for shares in the Company has taken place through a simplified prospectus for secondary issues in accordance with Article 14 of the Prospectus Regulation which has been drawn up in connection with the Rights Issue. The prospectus has been approved on April 5 2024 by the Swedish Financial Supervisory Authority, which is the Swedish competent authority under the Prospectus Regulation, and is kept available on the Company’s website www.staging.freemelt.com and in the Financial Supervisory Authority’s prospectus register https://www.fi.se/sv/vara-register/prospektregistret/.

In any EEA Member State other than Sweden (each, a “Relevant Member State”), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.

This communication is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Information to distributors

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) national 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 offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”).

Irrespective of the Target Market Assessment, distributors should note that: the price of the securities in the Company may decline and investors could lose all or part of their investment; the Company’s securities offer no guaranteed income and no capital protection; and an investment in the Company’s securities 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 any offering.

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, purchase, or take any other action whatsoever with respect to the securities of the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities of the Company and determining appropriate distribution channels.

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Latest update: 2024-04-23