Directed new issue of shares in Bambuser of SEK 21 million and non-cash issue for acquisition of business
The Board of Directors of Bambuser AB (publ) has decided to propose a directed new issue of 21,400,000 new shares to a number of major shareholders and external investors. The subscription price amounts to SEK 0.75 and the issue corresponds to SEK 16.05 million. The shareholders Muirfield Invest AB and Ligerism Holding AB also propose, on corresponding terms, a new issue of 6,560,000 shares to certain board members, corresponding to SEK 4.92 million. Notice of extraordinary general meeting will be published shortly.
The issues are intended to secure further financing of the company's working capital and the continued development of the company's operations.
During the spring, a development work was initiated regarding a mobile live video solution for e-commerce. Product development is now entering a more intensive phase and additional capital is needed to scale up the company and produce a launchable product. The primary competencies the company needs are related to sales, marketing, content and additional development and design resources.
The reason for the deviation from the shareholders' preferential rights is, among other things, that the Board of Directors considers that this is the only possibility to secure the required capital contribution for the company's continued development in a time and cost-effective manner. In addition, the company's shareholders earlier this year have been given the opportunity to participate in a 100 percent guaranteed rights issue comprising 22,762,246 shares at the subscription price of SEK 0.57. The issue was subscribed to only 8.7 percent of shareholders other than those who had previously issued subscription agreements and issue guarantees and the public.
The subscription price SEK 0.75 has been determined after negotiations with the major shareholders and external investors based on the listed price paid for the company's shares.
The shareholders Muirfield Invest AB and Ligerism Holding AB also propose a directed new share issue to certain board members of the company on corresponding terms.
The company has received subscription commitments for the issues totaling approximately SEK 21 million, of which approximately SEK 7.0 million from existing major shareholders, approximately SEK 9.1 million from external investors and approximately SEK 4.9 million from board members.
Through the issues, the total number of shares and votes in the company will increase by 27,960,000 from 37,937,077 to 65,897,077. The share capital will increase by SEK 1,398,000 from SEK 1,896,853.85 to SEK 3,294,853.85. The issues entail a dilution of about 42.4 percent of the capital and votes in the company.
This is information that Bambuser AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Markets Act. The information was sent for publication, through the agency of the contact persons set out below, on July 4, 2019, 16:27 CET.
NON-CASH ISSUE FOR ACQUISITION OF OPERATIONS
Bambuser has entered into an agreement to acquire operations from Viddget AB and Viddget Holding AB for "one-to-one video chat solution", including intellectual property rights, agreements and employees. The purchase price is paid with 1,500,000 newly issued Bambuser shares. The Board of Bambuser has therefore decided to propose a non-cash issue. Notice of extraordinary general meeting will be published shortly.
Viddget develops and sells a solution that enables companies to communicate with customers in a personal way through an easy-to-use video chat, without the need for customer-side installations. Bambuser sees interesting synergies with Viddget and opportunities to further strengthen the company's product offering. In addition, the acquisition also means "acqui-hire", as the company is provided with additional excellence.
The purchase price shall be paid with 1,500,000 newly issued Bambuser shares.
The Board has therefore decided to propose that the Extraordinary General Meeting on August 23, 2019, decide on a non-cash issue of 1,500,000 shares in Bambuser. The right to subscribe for the shares will only be added to the sellers of the business and payment for the shares will consist of subscription property in the form of the sellers' movement for "one to one video chat solution", including intellectual property rights, agreements and employees. The subscription price amounts to SEK 0.75 per share, corresponding to a purchase price for the acquired business of SEK 1,125,000.
Through the non-cash issue, the total number of shares and votes in the company will increase by SEK 1,500,000 and the share capital will increase by SEK 75,000. The contribution issue entails a dilution of approximately 3.8 percent of the capital and votes in the company.
Viddget Holding AB is owned to approximately 6.96 per cent by one of the board members Mikael Wintzell controlled company.
NOTICE TO EXTRAORDINARY GENERAL MEETING
Notice of an Extraordinary General Meeting to be held on August 23, 2019 will be published shortly and contains the Board's complete proposal for a decision on the directed new share issue, the non-cash issue and an issue authorization intended to give the Board flexibility in the work of financing the company's continued development. The notice will also contain the owners' complete proposals for decisions.
Västra Hamnen Corporate Finance AB | 040-20 02 50 | firstname.lastname@example.org
Fredrik Ramberg, Chairman of the board | +46 (0)703 620 815 | email@example.com
Maryam Ghahremani, CEO | +46 (0) 708 720 266 | firstname.lastname@example.org
or visit: bambuser.com/ir
About Bambuser AB
Bambuser is a Swedish software company that offers B2B solutions for live video. Since 2007, the company has developed a platform for interactive live video broadcasting that enables live streaming from mobile and has through the years, millions of news consumers have been reached through companies such as CNN, BBC, Al Jazeera, Sky News Arabia.