Seamless Distribution AB (publ) announces the final terms and conditions for the rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SWITZERLAND, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE

Seamless Distribution AB (publ) (the “Company” or “Seamless”) (Nasdaq Stockholm: SEAM) announced on October 25, 2017, that the Board of Seamless had resolved to, subject to the approval by the Extraordinary General Meeting on November 24 2017, to launch a rights issue of approximately SEK 106 million with preferential rights for existing shareholders the (“Rights Issue”) to accelerate the ongoing reorganization of the Company and by that strengthen the Company’s financial situation and operational flexibility. Today, the Board of Seamless announces the final terms and conditions for the Rights Issue. 

The Rights Issue in summary

  • Shareholders in Seamless have preferential right to subscribe for one (1) new share per one (1) existing share, i.e. an issue ratio of 1:1.
  • The subscription price is SEK 1.80 per new share, which results in total issue proceeds of approximately SEK 106 million before cost of issue, assuming that the Rights Issue is fully subscribed.
  • Record day for the Rights Issue is November 28, 2017 and the subscription period is from November 30 up until December 14, 2017.  
  • The Rights Issue is subject to approval by the Extraordinary General Meeting on November 24, 2017.
  • The purpose of the Rights Issue is to finance the growth of MeaWallet and to ensure sufficient capital during the reorganization of the Company.
  • The last day of trading in the Seamless share including the right to participate in the Rights Issue is November 24, 2017.
      

Final terms and conditions for the Rights Issue

As of the record date of November 28, 2017, each existing share entitles the holder to one (1) subscription right. One (1) subscription right entitles the holder to subscribe for one (1) new share (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). Unless otherwise offered shares are sufficient for the subscription that is made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously owned and insofar as this cannot be done, by lottery.

The Rights Issue will increase Seamless share capital by a maximum of SEK 29,382,652.50 from the current SEK 29,382,652.50 to not more than SEK 58,765,305 by issuing no more than 58,765,305 new shares. Following the Rights Issue, the number of shares in Seamless will amount to no more than 117,530,610.

The subscription price amounts to SEK 1.80 per share. This corresponds to a premium of approximately 4 per cent in relation to the Seamless share relative to the theoretical price after separation of the subscription right (TERP), based on the closing price of November 20, 2017 at Nasdaq Stockholm. Brokerage fee is not applicable.

At full subscription, the Rights Issue will provide Seamless approximately SEK 106 million before issue costs.

The record date of Euroclear Sweden AB for determining which shareholders are entitled to receive subscription rights is November 28, 2017. The shares are traded including the right to participate in the Rights Issue up to and including November 24, 2017.

Subscription of new shares shall be made during the period from and including November 30, 2017, up to and including December 14, 2017. The Board of Seamless has the right to extend the subscription period. An extension will be published by the Company no later than December 14, 2017.

Trading in subscription rights takes place on Nasdaq Stockholm during the period from November 30, 2017 through December 12, 2017.

At full subscription, shareholders who choose not to participate in the Rights Issue will have their ownership in the Company diluted by 50 per cent, but are able to financially compensate themselves for this dilution by selling their subscription rights.

The Rights Issue is subject to approval by the Extraordinary General Meeting which will be held on November 24, 2017, at 10 a.m. CET at the Company, address St: Eriksgatan 121, 113 43 Stockholm. Notice of the Extraordinary General Meeting was published on October 25, 2017, and is available on Seamless’s website, www.seamless.se.

Prospectus

Complete details regarding the Rights Issue will be included in a prospectus that is expected to be published on November 28, 2017.


Timetable

November 24, 2017  Extraordinary General Meeting of Seamless
November 24, 2017 Last day of trading in the Seamless share including the right to participate in the Rights Issue
November 27, 2017 First day of trading in the Seamless share excluding the right to participate in the Rights Issue
November 28, 2017 Estimated date of publication of the prospectus
November 28, 2017 Record date for the Rights Issue, that is, shareholders who are registered in the share register on this date will receive subscription rights that allow for participation in the Rights Issue
November 30 – December 12, 2017 Trading in subscription rights
November 30 – December 14, 2017 Subscription period
As of 30 December, 2017 Trading in paid subscribed shares (BTA)
Around December 20, 2017 Estimated date of announcement of the outcome of the Rights Issue

  
    
Advisors in connection with the Rights Issue

Evli Bank Plc is financial advisor to Seamless in connection with the Rights Issue.

For additional information contact:

Martin Schedin, CFO, martin.schedin@seamless.se, +46 8 564 878 00

This is information that Seamless Distribution AB (publ) 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 8:50 a.m. on November 21, 2017.
 

Important information

The information included in this announcement is not and does not form a part of any offer to purchase, subscribe or in any other way trade in shares or other types of securities of Seamless. No other measures have been or will be taken to allow an offer to the public in any jurisdiction other than Sweden. An invitation to concerned persons to subscribe for shares in Seamless will only be made through the prospectus that Seamless expects to publish on November 28, 2017.

The information in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States (including its territories and provinces, any state in the United States and the District of Columbia, "USA"), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction where such action would be illegal, subject to legal restrictions or require actions other than those arising from Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities laws.

No shares or other securities in Seamless have been registered, and no shares or other securities will be registered, pursuant to the United States Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from, or in a non-covered transaction, US registration requirements Securities Act and in accordance with securities legislation in relevant state or other jurisdiction in the United States.

About Seamless

Since 2001 Seamless has been providing its proprietary solutions and systems for mobile phone transactions. Seamless operates in two main business areas; mobile phone payment solutions (provided through the brands SEQR© and MeaWallet™) and distribution of eproducts.

www.seamless.se

About Us

Founded in 2001 (and previously named Seamless Distribution), Invuo Technologies is a mobile payments technology company, which provides innovative B2B mobile payment services and electronic top-up systems for the financial industry, mobile operators and retailers. Our goal is to maximise value for shareholders while making positive contributions to the technology sphere.

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