Resolutions from Bambuser's extra general meeting on 13 July
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The extra general meeting of Bambuser AB ("Bambuser") or the "Company") was held today on 13 July 2020 in Stockholm and the following resolutions were passed by the meeting.
Approval of the boards' resolution to issue new share
The extra general meeting resolved to approve the board of directors' resolution to issue a maximum of 41,123,392 shares, without preferential rights for the Company's shareholders. The total increase of the Company's share capital can amount to a maximum of SEK 2,056,169.60. The subscription price for the new shares shall be SEK 0.050 per share, corresponding to the quota value of the share. All shares have been subscribed for and allotted.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Carnegie Investment Bank AB (publ) for transfer to the investors who have notified their interest in the accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ), which was announced on 25 June 2020.
The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner and at attractive terms in order to enable the continuous expansion. The proceeds from the share issue are intended to e.g., 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.
It was further resolved to approve the board of directors' resolution to issue a maximum of 2,793,391 shares, without preferential rights for the Company's shareholders. The total increase of the Company's share capital can amount to a maximum of SEK 139,669.55. The subscription price for the new shares shall be SEK 0.050 per share, corresponding to the quota value of the share. All shares have been subscribed for and allotted.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Carnegie Investment Bank AB (publ) for transfer to Joel Citron, chairman of the board, and Murifield Invest AB (a company associated with board member Carl Kinell) who has notified his interest in the accelerated book-building procedure.
The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is as part of the above offer to issue shares and to include the chairman of the board and Murifield Invest AB in the accelerated book-building procedure. The subscription price has been determined to the quota value of the shares.
For additional information on the share issues please refer to the press release which was announced by the Company on 25 June 2020.
Stock Option Program 2020
The extra general meeting resolved to increase the stock option program 2020, resolved by the extra general meeting on 3 July 2020, with an additional maximum of 1,021,301 stock options that may be allocated to certain of the employees in the Bambuser Group domiciled within and outside of Sweden with the purpose to adjust for the dilution following from the above approved share issues in accordance with the boards' resolutions. The increase of the stock options program 2020 comprises of senior executives, excluding the CEO, consisting of up to 6 positions, of which each may be offered an additional maximum of 170,217 stock options, totaling a maximum of 500,000 stock options per person together with the resolution from the extra general meeting on 3 July 2020. The stock options shall be allotted to the participants free of charge. Each stock option entitles the holder a right to acquire one share in Bambuser to a price corresponding to the quota value (the current quota value is SEK 0.05 per share). 1/3 of the allotted stock options will vest after 12 months (the year 2021), an additional 1/3 will vest 12 months thereafter (the year 2022) and an additional 1/3 will vest 12 months thereafter (the year 2023). The holder may exercise the allotted and vested stock options during the period September 1st, 2023 up to and including October 31st, 2023. Exercise of the stock options is conditional upon that the market value, corresponding to the average volume-weighted price for Bambuser's share, from and including August 1st, 2023 up to and including August 15th, 2023, of one share in Bambuser being at least SEK 5.00.
In order to secure the delivery of shares pursuant to the stock option program 2020, the general meeting resolved to issues a maximum of 1,021,301 warrants to the subsidiary Bambuser Incentive AB, as well as approved transfer of the warrants.
The general meeting also resolved to authorize the board of directors to issue a maximum of 320,893 warrants to subscribe for common shares to a bank or securities company with the purpose to hedge Bambuser's exposure against social security costs incurred in connection with the stock option program 2020.
The maximum dilution as a result of the Stock Option Program 2020 and warrants resolved by the extra general meeting on 3 July 2020 and warrants that may be issued pursuant to the above authorization, will not exceed 0.80 percent of the outstanding shares in the Company. The dilution has been calculated as additional shares in relation to current and additional shares, including the above approved share issues resolved by the board.
Stock Option Program 2020 for the CEO
The general meeting resolved, in accordance with the boards' proposal, to increase the stock option program 2020 for the CEO, resolved by the extra general meeting on 3 July 2020, with an additional maximum of 2,735,849 stock options that may be allocated to the CEO with the purpose to adjust for the dilution following from the above approved share issues in accordance with the boards' resolutions. Otherwise, the terms for the stock option program 2020 to the CEO are the same as for the stock option program 2020 to the employees as described above.
In order to secure the delivery of shares to the participant, the general meeting resolved to issues a maximum of 2,735,849 warrants to the subsidiary Bambuser Incentive AB, as well as approved transfer of the warrants.
The general meeting also resolved to authorize the board of directors to issue a maximum of 859,604 warrants to subscribe for common shares to a bank or securities company with the purpose to hedge Bambuser's exposure against social security costs incurred in connection with the stock option program.
The maximum dilution as a result of the stock option program to the CEO 2020, and warrants resolved by the extra general meeting on 3 July 2020 and warrants that may be issued pursuant to the above authorization, will not exceed 2.11 percent of the outstanding shares in the Company. The dilution has been calculated as additional shares in relation to current and additional shares, including the above approved share issues resolved by the board.
Resolution regarding issue authorization
The general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next annual general meeting, decide on new issue of shares, warrants and/or convertibles in the Company. The total number of shares covered by such new issues may in total correspond to a maximum of ten (10) percent of the shares in the Company at the time the authorization is used. Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or by subordinated debt or on terms referred to in chapter 2 section 5 of the Companies Act.
The purpose of the authorization and the reasons for a possible deviation from the shareholders' preferential right is to enable further financing of the Company's operations, to finance company acquisitions or acquisitions of businesses or assets, to be able to issue the said instruments as remuneration in such acquisitions and in the Company strategic collaborations, to enable emission to industrial partners and to broaden the shareholder group.
The number of members of the board of directors, election of members of the board of directors and fees
The extra general meeting resolved, in accordance with the nomination committees and major shareholders proposal, that the board of directors shall consist of six members and that Mark J. Lotke is elected as new director. 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. It was further resolved that Mark J. Lotke shall not receive any board remuneration.
Proposals regarding the resolutions of the general meeting as described above can be found in the notice of the extra general meeting and the proposals, which are available on the Company's website bambuser.com.
For further information, please contact:
Maryam Ghahremani, CEO | +46 8 400 160 02 | firstname.lastname@example.org
Bambuser’s Certified Adviser on Nasdaq First North Premier Growth Market is Erik Penser Bank AB, +468-463 83 00, email@example.com. Please refer to the Company’s website for more information: www.bambuser.com.
Bambuser AB was founded in 2007 as the world's first company with a platform for interactive mobile live video broadcasting and is a leading supplier in the live video segment. In 2019, Bambuser introduced Live Video Shopping, which enables live shopping directly on the brand's website. Bambuser is listed on the Nasdaq First North Growth Market and is headquartered in Stockholm.
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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.
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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.