Artificial Solutions raises approximately SEK 96 million in the rights issue
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On 17 February 2023, Artificial Solutions International AB ("Artificial Solutions" or the "Company") announced the preliminary outcome of the Company's rights issue (the "Rights Issue"). The Company has received the final outcome of the Rights Issue, which is in line with the preliminary results, which concludes that 69,992,604 shares, corresponding to approximately 48.4 percent of the offered shares, have been subscribed for with subscription rights in the Rights Issue. Additionally, applications for subscription of 6,711,346 shares without subscription rights, corresponding to approximately 4.6 percent of the offered shares, have been received. In aggregate, the subscriptions by exercise of subscription rights and the applications for subscription without subscription rights correspond to approximately 53.1 percent of the offered shares. Hence, guarantee commitments of 19,154,602 shares, corresponding to approximately 13.3 percent of the offered shares, will be utilized. The Rights Issue will provide the Company with approximately SEK 95.9 million before deduction of costs related to the Rights Issue.
“We are very grateful for the support we have received from our existing shareholders in the development of our technology and our repositioning to a SaaS company. We are now operating in a market that is really starting to take off and where our variable revenues generated in our software are increasing rapidly, and where we are a clear market leader. This in a market that is expected to grow by 48% per year until 2031. We continue to drive our growth primarily through our existing large customers”, comments Per Ottosson, CEO, Artificial Solutions.
On 23 December 2022, Artificial Solutions announced that the board of directors of the Company had resolved on a rights issue of up to approximately SEK 145 million, conditional on the approval of an extraordinary general meeting. On 30 January 2023, Artificial Solutions announced that the extraordinary general meeting resolved to approve the Rights Issue.
Final outcome
The Rights Issue is comprised of 144,551,836 shares, of which 69,992,604 shares, corresponding to approximately 48.4 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications for subscription of 6,711,346 shares without subscription rights, corresponding to approximately 4.6 percent of the offered shares, have been received. Consequently, the Rights Issue is subscribed to approximately 53.1 percent of offered shares with and without the support of subscription rights. Guarantee commitments of 19,154,602 shares, corresponding to approximately 13.3 percent of the offered shares, will be utilized. The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on 1 March 2023. The new shares subscribed for with and without subscription rights are expected to be traded on Nasdaq First North Growth Market as from 6 March 2023.
Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the principles set out in the prospectus published on 1 February 2023. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 21 February 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions on the settlement note sent to the subscriber. Subscribers who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominee's procedures. Only those who have been allotted shares will be notified.
Number of shares and share capital
Through the Rights Issue, the number of shares in Artificial Solutions will increase by 95,858,552, from 6,570,538, to 102,428,910 and the share capital will increase by a maximum of approximately SEK 7,294,574.05, from SEK 500,000.00 to approximately SEK 7,794,574.05.
Advisers
Pareto Securities is Sole Manager and Bookrunner, Advokatfirman Schjødt is legal adviser to the Company and Advokatfirman Lindahl is legal adviser to Pareto Securities in connection with the Rights Issue.
For further information, contact
Per Ottosson, CEO, Artificial Solutions
E-mail: per.ottosson@artificial-solutions.com
About Artificial Solutions
Artificial Solutions® is the leading company in conversational AI. The Company enable people to communicate with applications, websites and connected things in everyday, human-like natural language via voice, text, touch or gesture.
The Company’s product Teneo® enables organizations to create, together with developers, sophisticated and highly intelligent conversational AI solutions in 86 languages and dialects for multiple platforms and channels. The ability to analyze and leverage massive amounts of conversational data is fully integrated into Teneo, providing unprecedented insights into customer behavior.
Artificial Solutions' AI technology makes it easy to implement a wide range of conversational AI solutions, such as virtual assistants, conversational bots, speech-based conversational interfaces for smart connected things, and more. The technology is used daily by millions of people in hundreds of implementations in both the private and public sectors worldwide.
Artificial Solutions is listed on the Nasdaq First North Growth Market in Stockholm under the ticker ASAI. Certified Adviser is Erik Penser Bank AB (www.penser.se, tel. +46 (0) 8-463 83 00, e-mail certifidadviser@penser.se). For more information, please visist www.artificial-solutions.com.
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, Singapore or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Artificial Solutions International AB. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Artificial Solutions' website. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Artificial Solutions International AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Artificial Solutions have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Artificial Solutions may decline and investors could lose all or part of their investment; the shares in Artificial Solutions offer no guaranteed income and no capital protection; and an investment in the shares in Artificial Solutions is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Artificial Solutions.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Artificial Solutions and determining appropriate distribution channels.