Bambuser carries out a rights issue of approximately SEK 101.1 million, with subscription commitments of approximately SEK 52.7 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WUOLD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Bambuser AB (“Bambuser” or the “Company”) announced on 21 January 2020 that the Board of Directors of Bambuser intended to carry out a rights issue of approximately SEK 100 million to expand the business within the live shopping segment. The Board of Directors of Bambuser has today, by virtue of the authorization from the extraordinary general meeting held on 27 February 2020, resolved to carry out a rights issue of approximately SEK 101.1 million (the “Rights Issue”). Bambuser has received subscription undertakings of approximately SEK 52.7 million from certain larger existing shareholders.

 

The Rights Issue in brief:

  • Shareholders in Bambuser have preferential right to subscribe for three (3) new shares per five (5) existing shares, i.e. a subscription ratio of 3:5.
  • The Rights Issue includes a maximum of 40,438,245 new shares. The subscription price is SEK 2.50 per new share, which, if fully subscribed, amounts to proceeds of approximately SEK 101.1 million before issue costs.
  • The record date for the Rights Issue is 27 March 2020 and the subscription period runs from and including 31 March 2020 up to and including 15 April 2020. The last day of trading in the Bambuser share including right to participate in the Rights Issue is 25 March 2020.
  • Certain of the Company’s larger shareholders, amongst others, Muirfield Invest AB, Ribers Park Fastighets AB and Wellstreet Partners AB, have undertaken to subscribe for new shares in the Rights Issue. The commitments amount to approximately SEK 52.7 million.
  • The subscription rights will be traded on Nasdaq First North Growth Market from and including 31 March 2020 to up to and including 9 April 2020.
  • The reason for the Rights Issue is to expand and strengthen the organization within the live video shopping segment by primarily increase the number of employees.

Terms of the Rights Issue 

The Board of Directors of Bambuser has today, 20 March 2020, resolved on the Rights Issue, comprising of a maximum of 40,438,245 new shares. The reason for the Rights Issue is to expand and strengthen the organization within the live video shopping segment. The issue proceeds will primarily be used for the Company’s current operations, increase number of employees within live video shopping technology, product development, marketing and sales as well as for other operating expenses. The subscription price is SEK 2.50 per new share. Those who are registered shareholders in Bambuser in the share register maintained by Euroclear Sweden AB on the record day, 27 March 2020, have preferential right to subscribe for new shares pro rata to the number of shares that the holder already holds. Last day of trading in the share including the right to participate in the Rights Issue is 25 March 2020. For each Bambuser share held, one (1) subscription right is received. Five (5) subscription rights entitle to subscription of three (3) new shares. In addition, investors are offered the possibility to subscribe for shares without subscription rights.

 

If all of the new shares are not subscribed for with subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of new shares subscribed for without the exercise of subscription rights. Allotment will then be made firstly to those who have subscribed for new shares by the exercise of subscription rights, irrespectively of the subscriber was a shareholder on the record date or not, and, in the event of over-subscription, allotment shall be made pro rata to the number of new shares subscribed for by exercise of subscription rights, and insofar this is not possible, allotment shall be made by drawing of lots, and secondly, for the remaining shares, to others who have given notice of their interest in subscribing for shares without the exercise of subscription rights and, in the event of over-subscription, allotment shall be made pro rata to such declared interest, and insofar this is not possible, allotment shall be made by drawing of lots.

Assuming that the Rights Issue is fully subscribed, the share capital will be increased by SEK 2,021,912.25 by issue of 40,438,245 new shares. Assuming that the Rights Issue is fully subscribed, Bambuser will receive total proceeds of approximately SEK 101.1 million, before issue costs.

The subscription period runs from and including 31 March 2020 up to and including 15 April 2020. The Board of Directors of Bambuser is entitled to extend the subscription period and the time for payment which, if relevant, will be announced by the Company in a press release not later than 17 April 2020. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 31 March 2020 up to and including 9 April 2020. Trading in paid subscribed shares (Sw: Betalda tecknade aktier/BTA) will take place during the period from and including 31 March 2020 up to and including 16 April 2020.

Shareholders who choose not to participate in the Rights Issue will have their shareholdings diluted by approximately 37.5 percent, but are able to financially compensate for this dilution by selling their subscription rights.

 

Subscription undertakings

Certain of the Company’s larger shareholders, amongst others, Muirfield Invest AB, Ribers Park Fastighets AB and Wellstreet Partners AB have undertaken to subscribe for new shares in the Rights Issue. The commitments amount to approximately SEK 52.7 million, corresponding to 52.1 percent of the Rights Issue. No compensation will be paid for the subscription undertakings.

 

Preliminary timetable

The below timetable for the Rights Issue is preliminary and maybe changed.

24 March 2020                Publication of annual report

25 March 2020                Last day of trading including right to participate in the Rights Issue

26 March 2020                First day of trading excluding right to participate in the Rights Issue

27 March 2020                       Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register on this day will receive subscription rights for participation in the Rights Issue

30 March 2020                Estimated date for publication of the prospectus

31 March 2020 - 9 April 2020         Trading in subscription rights

31 March 2020 - 15 April 2020       Subscription period

31 March 2020 - 16 April 2020       Trading in paid subscribed shares (Sw: Betalda tecknade aktier/BTA) 

17 April 2020                  Estimated date for publication of outcome of the Rights Issue

 

Prospectus

The prospectus is expected to be published on 30 March 2020. The full terms and conditions and other information about subscription commitments will be available in the prospectus, which will be published at Bambuser's and Carnegie's websites (www.bambuser.com/ir, www.carnegie.se).

 

Advisors

In connection with the Rights Issue, Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Bookrunner and Ramberg Advokater KB acts as legal advisor.

 

For further information, please contact:

Maryam Ghahremani, CEO | +46 708 720 266 | maryam@bambuser.com

This information is information that Bambuser 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 08:45 am CET on 20 March 2020.

Certified Advisor

Svensk Kapitalmarknadsgranskning AB | +4611 32 30 732 | ca@skmg.se

 

About Bambuser AB

Bambuser was founded in 2007 as the world's first company with a platform for interactive mobile live video streaming and is a leading supplier in the live video segment. In 2019, Bambuser introduced Live Video Shopping, which enables live shopping directly on different brand's website. Bambuser is listed on Nasdaq First North Growth Market and has it’s headquartered located in Stockholm.

 

IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities of Bambuser AB ("Bambuser") in any jurisdiction.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia, (“United States”)), Canada, Australia, Japan, Hong Kong, New Zealand, Singapore, Switzerland or any other jurisdiction in which such action would be unlawful, is subject to legal restrictions or would require other measures than those required by Swedish law. The information in this press release may also not be forwarded or reproduced in a way which is in violation of such restrictions or would require such measurements. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

The securities mentioned in this press release have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, re-sold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. No offer will be made to the public in the United States.

This press release may contain certain forward-looking statements which reflect Bambuser’s current view on future events and financial and operational development. Words such as “envisaged”, “intend”, “assesses”, “expect”, “may”, “plan”, “consider”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

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