Avida Finans AB intends to carry out a capital raise of SEK 865,758,270 through directed issues of warrants, and proposes the introduction of a low voting share class
The board of directors of Avida Finans AB (publ) ("Avida" or the "Company") has resolved to propose that an extraordinary general meeting (the "First EGM"), to be held on or around 16 December 2024, resolves to approve an issuance of 57,717,218 warrants to subscribe for 57,717,218 new shares at a strike price of approx. SEK 0.18 per share (the "Warrants" and the "Warrants Issue", respectively). Eckern Finans Holding AB[1] and FSK Eckern Finans Holding AB[2] shall subscribe for 53,717,218 Warrants in total and pay an aggregate amount of SEK 805,758,270 for the Warrants, whereas Andenes Investments S.L. and Midelfart Capital AS shall subscribe for 2,000,000 Warrants each against payment in an amount of SEK 30,000,000 each. In addition to the First EGM, the board of directors of the Company has resolved to convene an extraordinary general meeting (the "Second EGM"), to be held on or around 30 December 2024, to approve new articles of association (the "New Articles of Association"), providing for the introduction of a two share class system; one share class A holding one (1) vote per share and one share class B holding 1/10 vote per share. The New Articles of Association shall provide for free conversion between the share classes, at the option of the shareholder. All currently registered shares of the Company shall be of class A.
The purpose of the Warrants Issue is to finance the Company's previously announced acquisition of Santander Bank’s Credit Card and Sales Financing Business, and to meet regulatory requirements on capital adequacy. The board of directors has made an overall assessment and carefully considered the option of carrying out the capital raise through a rights issue. The conclusion is that the proposed Warrants Issue makes it possible for the Company to satisfy its capital needs in a timely manner. The reason for this is that the possibility of a successful rights issue of shares, according to the assessment of the board of directors, would likely have been limited based on the fact that the participation of certain larger shareholders would have been restricted due to requirements on ownership assessment when the shareholding in the Company exceeds certain thresholds, calculated based on share of votes or capital.
By having Eckern Finans Holding AB, FSK Eckern Finans Holding AB, Andenes Investments S.L and Midelfart Capital AS contribute funding against subscription for warrants, which upon exercise may be converted into low voting shares of class B under the New Articles of Association, a structure which satisfies the capital needs of the Company in a timely manner is provided, without risk of any delay due to regulatory processes at the level of shareholders (due to shareholdings exceeding certain stated thresholds), while at the same time ensuring that the net price of any shares acquired through exercise of the Warrants are priced at market value, as assessed by the board of directors in discussions with certain of the Company's main owners.
FSK Eckern Finans Holding AB, Eckern Finans Holding AB, Andenes Investments S.L., Midelfart Capital AS and the Company have also agreed to promote the implementation of a so called repair rights issue to mitigate dilutive effects caused by the Warrants Issue. The tentative timeline for such repair rights issue targets Q1-Q2 2025.
FSK Eckern Finans Holding AB, Eckern Finans Holding AB, Andenes Investments S.L. and Midelfart Capital AS have for the purpose of the Warrants Issue entered into a subscription agreement with the Company, pursuant to which the respective shareholders have undertaken to subscribe and pay the respective amounts under the Warrants Issue. Under the subscription agreement, said shareholders have also provided voting undertakings to participate and vote in favor of, inter alia, the Warrants Issue and the New Articles of Association at the First EGM and the Second EGM.
The notices convening the First EGM and the Second EGM will be announced in a separate press release published on the Company's website, on or around the date hereof.
Avida will on 2 December 2024 publish an invite to a Q&A session regarding the capital raise. Information about participation in the Q&A session will be published separately on 2 December 2024 on the Company's website: https://www.avidafinance.com/sv/om-avida/investor-relations/.
[1] An investment vehicle controlled by certain funds, client and accounts managed or advised by KKR Credit Advisors (US) LLC.
[1] An investment vehicle controlled by certain funds, clients and accounts managed or advised by FS/KKR Advisor, LLC.
This disclosure contains information that Avida Finans AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 29-11-2024 14:51 CET.
For further information, please contact:
Michael Grosche, Head of Communication and Investor Relations, phone: +46 70 307 29 36, email: michael.grosche@avida.se
About Avida
Avida is a specialist in consumer and SME financing, aiming to provide a seamless customer experience, both digitally and personally.
We are on a transformative and exciting journey in Avida. September 18, 2024, we entered into an agreement to acquire the performing Swedish and Norwegian credit card business of Santander Consumer Bank AS, as well as the sales financing business that Santander Consumer Bank currently operates in partnership with Elkjøp in Norway and Elgiganten in Sweden. The acquired business will add approximately 450 000 new private customers and close to 50 new colleagues. When adding the new business, we will have approximately 210 employees with headquarters in Stockholm and offices in Oslo, Helsinki and Stavanger.
Avida is supervised by the Swedish Financial Supervisory Authority.