Invuo resolves on issues and sells SDS loans to AJ Group
Invuo Technologies AB (publ) (“Invuo”) has met an agreement with AJ Group (“AJ Group”) that brings financial flexibility to Invuo. The agreement entails that AJ Group will invest approximately SEK 52million in shares and by acquiring the SDS loans as described in detail below.
The Board of Directors of Invuo has, pursuant to an authorisation from the annual general meeting 2017, resolved on a directed issue of shares of approximately SEK 26 million to the new strategic shareholder AJ Group, a highly successful multi-national conglomerate. The subscription price has been set at SEK 1.60 per share based on the volume weighted average price of the Invuo share between 12 February 2018 and 2 March 2018. The issue will raise SEK 26,135,849.60 for Invuo and a total of 16,334,906 shares have been issued. Payment for the shares shall be made in cash not later than March 30, 2018, or such later date as the Board of Directors resolves. The issue will entail dilution for the current shareholders of Invuo of approximately 16.6 per cent, after full dilution.
The issue has been implemented with deviation from the shareholders’ preferential rights and the right to subscribe for the shares was only granted to AJ Group. The purpose of the issue, and the reason for the deviation from the shareholders’ preferential right, was to strengthen Invuo’s financial position. According to the Board of Directors’ assessment, a private placement of shares was, at this point of time, the most favourable way to strengthen Invuo’s financial position and the Board of Directors believes that the approach chosen for this issue does not grant an unfair advantage for the subscriber.
Furthermore, AJ Group will purchase loans held by Invuo in Seamless Distribution Systems AB (publ) (“SDS”) for a total amount of SEK 20 million. After the purchase SDS will not have any outstanding debt to Invuo.
In addition, Invuo and AJ Group have agreed, as part of the transaction, that Invuo will propose to the annual general meeting 2018 a directed issue of 3,665,094 shares and 5,000,000 warrants to AJ Group. The proposal will include that the shares will have a subscription price per share of SEK 1.60, corresponding to the volume weighted average price of the Invuo share between 12 February 2018 and 2 March 2018 and the strike price of the warrants is proposed to be SEK 3.20, corresponding to the volume weighted average price of the Invuo share between 12 February 2018 and 2 March 2018 multiplied by two.
Shareholders representing 42 per cent of the shares and votes in Invuo have commited to vote in favour of the above described proposals at the annual general meeting 2018.
In total, Invuo expects to receive approximately SEK 52 million from the resolved directed issue of shares and the issue of shares and warrants after the resolution from the annual general meeting 2018 (pre-expenses), excluding funds from potential exercise of the warrants. Exercise of the warrants would raise an additional approximately SEK 16 million (pre-expenses).
Invuo CEO, John Longhurst, commented; "We are incredibly grateful to welcome AJ Group as a strategic investor in Invuo. AJ Group has a long track record of success in identifying and investing in high growth opportunities. Their support of Invuo's mission is transformational, and is a strong vote of confidence in the Company's decision to focus on its B2B activities. The Management and Board of Directors of Invuo can now focus 100 % of our energies on delivering the operating plan. Our MeaWallet business is delivering accelerating traction in a segment of the payments value chain that is also seeing accelerating growth. Our eProducts division is moving solidly toward sustained profitability.”
After resolution of the issue of shares and warrants at the annual general meeting, AJ Group will be the largest shareholder with just less than 20 % of the shares in Invuo. The coming weeks Invuo´s nomination committee will finalise its preparations for the upcoming annual general meeting in April 2018. Following AJ Group’s investment in Invuo, the nomination committee has agreed to propose to the annual general meeting 2018 that AJ Group may appoint a representative as member of the Board of Directors of Invuo. The nomination committee´s full proposal will be presented in the notice to the annual general meeting 2018, scheduled for late March 2018.
For further information, please contact:
John Longhurst, CEO, firstname.lastname@example.org, +46 8 564 878 00
This information is such that Invuo Technologies AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at CET 08:50 on March 6, 2018.
Since 2001 Invuo has been providing its proprietary solutions and systems for mobile phone transactions. Invuo operates in two main business areas; mobile phone payment solutions provided through the brand MeaWallet™, and distribution of e-products.