GomSpace raises MSEK 125 through a directed new issue of shares and evaluates the possibility to move the listing of its shares to Nasdaq main market
The board of directors of GomSpace Group AB (“GomSpace” or the “Company”) has, with support from an authorisation granted by the annual general meeting held on 27 April 2017, and as indicated in a press release published earlier this day, resolved to issue 2,083,333 new shares at the price of SEK 60.00 per share. The price was established through a so called “accelerated book-building” procedure led by Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”). The new share issue is directed to a limited number of Swedish and international institutional investors. GomSpace has also decided to evaluate the possibility to move the listing of its shares to Nasdaq Stockholm’s main market in the near to mid-term future.
The reasons for the deviation from the shareholders’ preferential rights are mainly to bring institutional shareholders into the Company and at the same time strengthen the Company’s financial position. The proceeds from the directed new issue are intended to be used to finance and facilitate accelerated expansion, nearby acquisition opportunities and development of GomSpace, its market and its products. The directed new issue will result in gross proceeds to the Company of MSEK 125 (before transaction related costs). It is the board of directors’ opinion that the transaction promotes GomSpace’s possibilities to create further value for all shareholders.
None of the investors are part of the board or management of the Company or otherwise closely related to the Company.
The subscription price of SEK 60.00 for the new shares implies a discount of approximately 7.1 per cent based on the closing price of GomSpace’s shares on Nasdaq First North Premier on 8 March 2018. The subscription price for the share is based on the accelerated book-building procedure led by Danske Bank on 8 March 2018 and GomSpace has thereby ensured that the subscription price corresponds to fair market standards.
The new shares will be admitted to trading on Nasdaq First North Premier following payment and registration.
The Company today has a share capital of SEK 1,838,013.38 divided between a total number of 26,257,334 shares. The new share issue will entail a dilution for the current shareholders of approximately 7.4 per cent calculated by dividing the number of new shares and votes with the total number of shares and votes in the Company after registration of the new shares.
In addition to the new share issue, GomSpace has also decided to evaluate the possibility to move the listing of its shares to Nasdaq Stockholm’s main market in the near to mid-term future.
Danske Bank acts as Sole Lead Manager and Bookrunner in connection with the directed new issue. Hamilton Advokatbyrå acts as legal adviser to Danske Bank. Setterwalls Advokatbyrå acts as legal adviser to GomSpace.
For more information, please contact:
Niels Buus (CEO)
Tel: +45 40 31 55 57
The Company’s business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The Company is listed on Nasdaq First North Premier under the ticker GOMX. The Company’s Certified Adviser is FNCA Sweden AB. For more information, please visit the Company’s website www.gomspace.com.
This information is information that GomSpace Group 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 8 March 2018.
The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of GomSpace 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 Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States.
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”). GomSpace 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 directed issue of new shares. 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 engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Sole Lead Manager and Bookrunner is acting exclusively for GomSpace and no one else in connection with the directed new issue. The Sole Lead Manager and Bookrunner will not regard any other person (whether or not a recipient of this press release) as its client in relation to the directed new issue and will not be responsible to anyone other than GomSpace for providing the protections afforded to their clients nor for giving advice in relation to the directed new issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by the Sole Lead Manager and Bookrunner 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. The Sole Lead Manager and Bookrunner assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this press release or any such statement.
The directed new issue will be subject to conditions and termination events, including those which are customary for such offerings. The Sole Lead Manager and Bookrunner reserves the right to exercise or refrain from exercising its rights in relation to the fulfilment or otherwise of any such conditions or the occurrence of any termination event in such manner as it may determine in its absolute discretion. Any investors in the directed new issue will be deemed to acknowledge that any offering of shares hence may not be completed and that neither the company nor the Sole Lead Manager and Bookrunner in such event shall have any liability to the investors. Any investors in the directed new issue 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, the Sole Lead Manager and Bookrunner or any of their respective affiliates or any non-public information, and (iii) that they have consulted with 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 judgment and upon any advice from such advisers as they have deemed necessary. Any investors are also expected to enter into a customary application agreement. The company has not given, and the investors have not received from the company, any non-public information in connection with the directed new issue.
This press release may contain "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address GomSpace’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 GomSpace’s actual future results to be materially different than those expressed in its forward-looking statements. GomSpace does not undertake to update its forward-looking statements.