CybAero proposes a resolution for a preferential share issue of approx. SEK 45-50 million
The Board of CybAero AB (”CybAero” or the ”Company”) has decided subject to an extraordinary general meeting’s approval for a share issue with preferential rights for the shareholders of approx. SEK 45-50 million. The share issue is guaranteed up to approx. SEK 34 million through subscription and guarantee undertakings corresponding to approx. 73 per cent of the total amount of the share issue.
Background and motive in brief
The company seeks in this rights offering approximately SEK 45-50 million to focus on closing business in the near future and continuing to develop its comprehensive concept and service operations, Air Services. CybAero has developed its product range and now sells an entire concept, existing service assignments, training and the APID One system. The company has also developed a self-sufficient container solution that is expected to be strongly sought on the market. The outstanding quotes, that was 0 SEK one year ago, is now estimated at approximately 600 MSEK. Between the beginning of 2017 and the end of the year, CybAero is estimated to almost have halved its rolling monthly costs.
Conditions in brief
The planned issue is a preferential share issue of approximately SEK 45-50 million, conditions 2:1 provisionally at SEK 3.75 / unit, which means a pre-money valuation of approximately SEK 23.2 million. The execution will take place in Nov / Dec. 2017. The compensation paid to the guarantee in accordance with this offer is 10% in cash or 12% in the form of offsetting of newly issued units in CybAero AB, on guaranteed and assigned amount (after completion of issue). The share capital can be increased by no more than 86 484 790 SEK and the highest number of shares that may be issued is 24 709 9401.
The rights issue is secured to approximately MSEK 34 through guarantee and subscription. Shareholders who choose not to participate in the rights issue will have their shareholding in the Company diluted by about 67 per cent but have the opportunity to economically compensate for this dilution by selling their subscription rights.
The new share issue requires approval of the extraordinary meeting with the shareholders which will be held on 14 November 2017. Notice to the meeting will be subject to a separate press release.
Subscription – and underwriting commitments
CybAero has received commitments to subscribe for shares in the share issue from major shareholders of approx. SEK 2,5 million, corresponding to 5,0 per cent of the share issue. The Company has further entered into agreements for underwriting commitments of approx. 31,5 million, corresponding to 68 per cent of the share issue. Altogether the share issue is guaranteed up to an amount of SEK 34 million, corresponding to 73 per cent of the amount of the share issue
Indicative timetable for the rights issue
14 November 2017: Extraordinary meeting with the shareholders for approval of the Board’s decision of a new share issue.
14 November 2017: The last trading day for the share with right to participate in the new share issue.
15 November 2017: The first trading day without right to participate in the new share issue.
16 November 2017: Record date, i.e. shareholders who are registered in the share register that day will receive subscription rights entitling to participation in the new share issue.
17 November 2017: Announcement of prospectus.
20 November –
5 December 2017: Trade with subscription rights on Nasdaq First North.
20 November –
7 December 2017: Subscription period.
December 2017: Announcement of result.
Financial advisors to CybAero in connection with the share issue are Göteborg Corporate Finance. Legal advisor to the Company is Advokatfirman Delphi.
Michael Auerbach, CybAero’s Chairman comments: “Göteborg Corporate Finance has done an excellent job for CybAero and we look forward to a long positive relationship with the firm. This rights offering will provide CybAero with the needed funds to continue to seek new and exciting opportunities and sign new customers for our Apid One systems and UAS services capabilities. ”
 If full conversion or subscription respectively is made of the company's convertible debenture loan series KV1 2017/2018 and KV2 2017/2018 and warrants Series TO3 2017/2018 and Series TO4 2017/2020, the resolution shall be deemed to entail a further increase of the company's share capital with not more than SEK 59 622 332 through a new issue of no more than 8 517 476 warrants and no more than 8 517 476 shares.
Michael Auerbach, Chairman of the Board
Telephone: 013-465 29 00
This information is information that CybAero AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 23:15 CET on October 16 2017.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in CybAero AB (publ). Any invitation to the persons concerned to subscribe for shares in CybAero AB (publ) will only be made through the prospectus that CybAero AB (publ) estimates to publish on or around November 17, 2017.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish, Finnish, Danish, UK and Irish law.
Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
No subscription rights, paid subscribed shares or shares in CybAero have been or will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or shares may be offered, subscribed for, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States except under an available exemption from, or transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
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. This press release contains certain forward-looking information that reflects CybAero’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for safer and more effective aerial operations in various environments, including those hazardous in nature. The company has made a great international impact with its APID One helicopter, which can be adapted for both military and civilian applications such as coastal and border surveillance, search and rescue missions, and mapping. CybAero’s head office is located in the Mjärdevi Science Park in Linköping, Sweden. The company has around 45 employees and has been listed on the Nasdaq First North since 2007. FNCA Sweden AB is the company's certified adviser.