CybAero explores the possibilities to execute a private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF CYBAERO AB.
Today CybAero AB (publ) (”CybAero” or the “Company”) announces that it explores the possibilities of a private placement of CybAero shares to a limited number of Swedish and international institutional and strategic investors.
The shares will be issued based on the authorization from the Annual General Meeting April 9, 2015 to issue shares. The price for the shares will be determined through a bidding process (book building process) which will be initiated at 5.31pm CET on June 22, 2015. Pricing and allocation of the private placement is expected to take place before trading begins on Nasdaq First North at 8:45am CET on June, 23 2015. The total amount of shares to be offered in the private placement will be determined in the book building process but is ultimately limited to the maximum amount stated in the authorization to issue shares. The proceeds from the private placement will be used to finance the Company's continued expansion.
Remium Nordic AB is the sole financial advisor and bookrunner in connection with the private placement. Ernst & Young AB (EY Law) and Advokatfirman Delphi AB are the legal advisors in connection with the transaction.
The reason for deviating from the shareholders' preferential rights is that the Board of Directors of CybAero deems it advantageous for the Company and its shareholders to strengthen the ownership base through a larger share of institutional and international investors, but also to capitalize on the opportunity to acquire new capital for the Company on attractive terms.
The Company will announce the result of the private placement as soon the book building process is completed.
For more information, please contact:
Mikael Hult, CEO CybAero AB, +46 (0) 70-564 25 45,
Ina Nehr, Market director CybAero AB, +46 (0) 73-325 58 68,
Web: www.cybaero.se Videos: www.youtube.com/cybaero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for safer and more cost-effective operations in, inter alia, hazardous environments. The Company has made a great international impact with its APID 60 helicopter which can be adapted for both military and civilian applications such as coastal and border surveillance, search and rescue missions, and mapping.
CybAero has its head office in the Mjärdevi Science Park in Linköping, Sweden. The Company has approximately 50 employees and has been listed on Nasdaq First North since 2007. Remium Nordic AB is CybAero’s certified adviser. This is information required to be disclosed by CybAero AB (publ) pursuant to the Nasdaq First North Rulebook.
This information was released for publication on June 22, 2015, at 5:30pm CET.
The release, publication or distribution of this press release may be restricted in certain jurisdictions. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of CybAero AB in any jurisdiction.
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 have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, Singapore, South Africa, New Zealand or in any other jurisdiction in which then release, publication or distribution would be unlawful.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). CybAero AB has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Private Placement. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be given only to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Remium Nordic AB is acting exclusively for CybAero AB and no one else in connection with the Private Placement. Remium Nordic AB will not regard any other person (whether or not a recipient of this press release) as its client in relation to the Private Placement and will not be responsible to anyone other than CybAero AB for providing the protections afforded to its clients nor for giving advice in relation to the Private Placement or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Remium Nordic AB as to the accuracy, completeness or verification of the information set forth in this press release, and nothing contained in this press release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Remium Nordic AB assumes no responsibility for accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which it might otherwise be found to have in respect of this press release or any such statement.
The Private Placement will be subject to conditions and termination events, including those which are customary for such offerings. Remium Nordic AB reserves the right to exercise or refrain from exercising its rights in relation to the fulfillment or otherwise of any such conditions or the occurrence of any termination event in such manner as the Company may determine in its absolute discretion. All investors in the Private Placement will be deemed to acknowledge that any offering of shares hence may not be completed and that neither the Company nor Remium Nordic AB in such event shall have any liability to the investors. All investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Company, Remium Nordic AB or any of their respective affiliates or any non-public information, and (iii) that they have consulted their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgement and upon any advice from such advisers as they have deemed necessary. All investors are also expected to execute a customary investor letter or application agreement. The Company has not given, and the investors have not received from the Company, any non-public information in connection with the Private Placement.
This press release may contain "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address CybAero AB's expected future business and financial performance, and often contain words such as "expect”, "anticipate”, "intend”, "plan”, "believe”, "seek”, or "will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause CybAero AB's actual future results to be materially different from those expressed in its forward-looking statements. CybAero AB does not undertake to update its forward-looking statements.