Bambuser has completed a directed share issue of new shares raising proceeds of MSEK 290
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Inside information: The board of directors of Bambuser AB (publ) (”Bambuser” or the ”Company”) has, as announced in the Company’s press release earlier today, resolved to issue up to 54,716,981 shares (the “Directed Share Issue”). The subscription price for the new shares in the Directed Share Issue is SEK 5.30 per share and has been determined through an accelerated book building procedure. Through the Directed Share Issue, Bambuser will raise proceeds amounting to MSEK 290 before transaction costs. The investors in the Directed Share Issue are a number of Swedish and international investors, including reputable new investors such as Harmony Partners, an US based venture investor, Consensus Asset Management, Handelsbanken Fonder, Lancelot Asset Management AB and TIN Fonder as well as current shareholders, amongst others, Murifield Invest AB (a company associated with board member Carl Kinell), who beforehand had expressed its interest to participate and Joel Citron, who beforehand had expressed his interest to participate. As further announced, in connection with the Directed Share Issue, certain of the Company’s larger shareholders – Wellstreet Partners AB (a company associated with board member Mikael Wintzell), Ribers Park Fastighets AB and Sprout Park AB (a company associated with board member Mikael Ahlström) (together referred to as the “Larger Shareholders”) – sold in total 9,000,000 shares at the same price as the subscription price in the Directed Share Issue.
Bambuser has during the Covid-19 pandemic experienced a strong increased demand for the Company’s Live Video Shopping-solution, with an accelerating adoption of technology from customers in various industries. The ongoing changes in the society have contributed to increased global demand to a much higher extent than the Company initially expected. The net proceeds from the Directed Share Issue are therefore intended to be used to increase the growth of the Company’s operations through primarily appointing new resources in an accelerated tempo. This is to deal with the increased interest from new customers as well as to faster facilitate expansion to new markets. Furthermore, the Company intends to continue to increase the technological advantage and ensure a leading market position.
The subscription price for the new shares in the Directed Share Issue is SEK 5.30 per share and has been determined through an accelerated book building procedure. Through the Directed Share Issue, Bambuser will raise SEK 290 million before transaction costs. Investors in the Directed Share Issue are a wide range of Swedish and international investors including reputable new investors such as Harmony Partners, an US based venture investor, Consensus Asset Management, Handelsbanken Fonder, Lancelot Asset Management AB and TIN Fonder as well as current shareholders such as Muirfield Invest AB (a company associated with board member Carl Kinell) and Joel Citron.
As announced in the press release earlier today, and, in connection with the Directed Share Issue, the Larger Shareholders have sold in total 9,000,000 shares. The price for the shares was the same as the subscription price in the Directed Share Issue.
The board of directors deems, in the light of the accelerated book building procedure completed by Carnegie Investment Bank AB (publ) as Sole Global Coordinatior and Bookrunner, that the Directed Share Issue, including the determination of the subscription price, has been determined on market terms. The reasons for the deviation from the shareholders' pre-emptive rights are to raise capital for planned expansion in a timely and cost-efficient manner and to diversify the shareholder base.
The Directed Share Issue has been resolved on by the board of directors of the Company based on the authorisation granted by the annual general meeting held on 21 April 2020 of 10,800,198 shares, and the remaining part of 43,916,783 shares, subject to the subsequent approval of an extraordinary general meeting. The reason to the Directed Share Issue being carried out based on an authorisation as well as subject to a subsequent approval of the extraordinary general meeting is that the authorisation granted by the annual general meeting only allows issuance of maximum 10,800,198 shares, and that the chairman of the board, Joel Citron, as well as Murifield Invest AB (a company associated with the board member Carl Kinell), are subscribers in the Directed Share Issue and hence, that the decision to issue shares to them is subject to the so-called LEO-rules (Sw: Leo-reglerna).
The Directed Share Issue will entail a dilution of approximately 33.6 per cent of the number of outstanding shares and votes in the Company calculated after the Directed Share Issue. Calculated prior to the Directed Share Issue, the dilution will amount to approximately 50.7 per cent. Through the Directed Share Issue, the number of outstanding shares and votes will increase by 54,716,981 from 108,001,988 to 162,718,969. The share capital will increase by SEK 2,735,849.05, from SEK 5,400,099.40 to SEK 8,135,948.45.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 360 calendar days after the second settlement date (i.e. the settlement date for the shares issued subject to the subsequent approval of an extraordinary general meeting). In addition, certain of the Company’s larger shareholders, Muirfield Invest AB, Wellstreet Partners AB[1], Ribers Park Fastighets AB[1], Ligerism AB and Sprout Park AB[1], the Company’s CEO, CFO, COO and CPO, as well as the members of the board of directors of Bambuser who own shares, have agreed not to sell any shares in the Company for a period of 180 calendar days after the second settlement date, subject to customary exceptions.
The Company’s larger shareholders, Muirfield Invest AB, Wellstreet Partners AB[2], Ribers Park Fastighets AB[2], Ligerism AB and Sprout Park AB[2], who together hold approximately 33.6 per cent of the shares and votes in Bambuser[3], have undertaken to vote in favour of the board of directors’ resolution to issue new shares at the extraordinary general meeting.
To enable the delivery of shares to investors in the Directed Share Issue on 30 June 2020 and 17 July 2020 or thereafter, respectively, Carnegie will subscribe for all shares in the Directed Share Issue on behalf of the investors.
Notice to the extraordinary general meeting will be published separately today and contains the board of directors’ full resolution regarding the part of the Directed Share Issue that requires the approval of the extraordinary general meeting. The notice also contains proposals for resolutions to increase the employee option programs that are proposed to be resolved at the extraordinary general meeting on 3 July 2020. The reason for the proposals to increase the employee option programs is to adjust for the dilution that the Directed Share Issue entails.
Harmony Partners, one of the investors in the Directed Share Issue, has proposed that Mark J. Lotke is appointed as new board member and such proposal will be included in the notice to the extraordinary general meeting. The Company’s nomination committee and larger shareholders supports Harmony Partner’s proposal. Furthermore, Mikael Wintzell has informed the board of directors and the nomination committee that he wishes to resign from the board of directors effected as of the election of Mark J. Lotke.
Advisers
In connection with the Directed Share Issue, Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Bookrunner and Baker & McKenzie Advokatbyrå acts as legal advisor.
Responsible persons
This information is information that Bambuser AB is obliged to make public pursuant to the EU Market Abuse Regulation and the Financial Instruments Trading Act 596/2014. The information in this press release has been made public by the responsible person below for publication at the time specified by Bambuser AB’s news agency Cision by publication of this press release. The contact person set out below can be contacted for further information.
For further information, please contact:
Maryam Ghahremani, CEO | +46 8 400 160 02 | maryam@bambuser.com
Certified Adviser
Bambuser’s Certified Adviser on Nasdaq First North Premier Growth Market is Erik Penser Bank AB, +468-463 83 00, certifiedadviser@penser.se. Please refer to the Company’s website for more information: www.bambuser.com.
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 brands’ websites. Bambuser is listed on Nasdaq First North Growth Market and has its headquarters located in Stockholm.
IMPONTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Bambuser in any jurisdiction, neither from Bambuser nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Bambuser has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by 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 and 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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, unless it is not required by law or Nasdaq First North Premier Growth Market's rule book for issuers.
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 Bambuser 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 Bambuser may decline and investors could lose all or part of their investment; the shares in Bambuser offer no guaranteed income and no capital protection; and an investment in the shares in Bambuser is compatible only with investors who do not need a guaranteed income or capital protection, Bambuser (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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 Bambuser.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Bambuser and determining appropriate distribution channels.
[1] Lock-up comprises the shares held after the shares sold as part of the transaction.
[2] Voting undertaking comprises the shares held after the shares sold as part of the transaction.
[3] Including the 10,800,198 additional shares issued as part of the Directed Share Issue which was resolved based on the authorisation granted by the annual general meeting.