DUG Foodtech announces the outcome of the rights issue
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6 November, 2024, Lund, Sverige
DUG Foodtech AB (publ) (“DUG Foodtech” or the “Company”) today announces the outcome of the rights issue of up to 82,529,770 shares, which the board of directors resolved upon on 11 September 2024 and which was approved by an extraordinary general meeting on 15 October 2024 (the “Rights Issue”), for which the subscription period ended on 4 November 2024. The outcome shows that a total of 27,874,026 shares, corresponding to approximately 33.8 percent of the Rights Issue, were subscribed for with subscription rights, and 16,271,821 shares, corresponding to approximately 19.7 percent of the Rights Issue, were subscribed for without subscription rights. Thus, a total of 38,383,923 shares, corresponding to approximately 46.5 percent of the Rights Issue, are subscribed for through the fulfillment of guarantee undertakings. Through the Rights Issue, DUG Foodtech will receive approximately 16.3 MSEK before issuance costs of approximately SEK 3.6 million, of which approximately SEK 1.7 million is attributable to guarantee compensation, provided that all guarantors choose to receive the compensation in cash, and repayment of outstanding bridge loans of approximately SEK 2.5 million, and after set-offs amounting to approximately SEK 11.7 million.
Helene Nielsen, Chief Executive Officer of DUG Foodtech
"We are pleased with the outcome and would like to thank our existing shareholders, as well as our new investors, for their trust. The proceeds from the issue give us the opportunity to continue our recently initiated commercial restart, and we will now intensify our sales and marketing efforts to embark on our growth journey," says Helene Nielsen, CEO, DUG Foodtech.
Outcome of the Rights Issue
The final outcome of the Rights Issue, for which the subscription period ended on 4 November 2024, shows that a total of 27,874,026 shares were subscribed for with subscription rights, corresponding to approximately 33.8 percent of the Rights Issue. In addition, applications for subscription of 16,271,821 shares without subscription rights were received, corresponding to approximately 19.7 percent of the Rights Issue. Consequently, the outcome indicates that the Rights Issue, with and without subscription rights, is subscribed to approximately 53.5 percent. Therefore, a total of 38,383,923 shares, corresponding to approximately 46.5 percent of the Rights Issue, are subscribed for through the fulfillment of guarantee undertakings.
Through the Rights Issue, DUG Foodtech will receive approximately 16.3 MSEK before issuance costs and repayment of bridge loans, after set-offs amounting to approximately SEK 11.7 million. Following the repayment of the bridge loans, these are settled in their entirety.
Notification of allocation
Allocation of shares subscribed for without subscription rights within the framework of the Rights Issue has been carried out in accordance with the allocation principles specified in the memorandum published by the Company on 21 October 2024 (the “Memorandum”). Notification of allocation for shares subscribed for without subscription rights will shortly be sent to those who are allotted shares via a settlement note. Payment for subscribed and allocated shares must be made by cash payment in accordance with the instructions on the settlement note. Nominee-registered shareholders will receive notification of allocation in accordance with the procedures of their respective nominees.
Shares and share capital
Through the Rights Issue, the number of shares increases by 82,529,770 shares, from 41,264,885 shares to 123,794,655 shares, and the share capital increases by SEK 5,281,905.280, from SEK 2,640,952.640 to SEK 7,922,857.920. For existing shareholders who did not participate in the Rights Issue, this results in a dilution effect of approximately 66.7 percent of the votes and capital in the Company.
Trading of BTA
Trading of paid subscribed shares (“BTA”) is currently taking place on Nasdaq First North Growth Market under the ticker DUG BTA and is expected to cease around 25 November 2024. The BTAs will then be converted into shares. The shares will subsequently be admitted for trading on Nasdaq First North Growth Market as soon as possible after the new shares has been registrated with the Swedish Companies Registration Office (Bolagsverket), which is expected to take place on or around 25 November 2024.
Compensation to Guarantors
In connection with the Rights Issue, DUG Foodtech received subscription undertakings and guarantee undertakings of approximately SEK 28 million, corresponding to 100 percent of the Rights Issue. Subscription undertakings amounted to approximately SEK 5.55 million, bottom guarantee undertakings amounted to approximately SEK 11.3 million and top guarantee undertakings amounted to approximately SEK 11.2 million. No compensation is paid for the top guarantee undertaking. For the bottom guarantee, a cash consideration of fifteen (15) percent of the guaranteed amount, corresponding to a total of approximately SEK 1.7 million, or alternatively eighteen (18) percent of the guaranteed amount in the form of newly issued shares in the Company, will be paid. Each bottom guarantor has the right to choose whether the guarantee compensation is to be paid in cash or in the form of shares. The subscription price for any shares issued as bottom guarantee compensation is set at SEK 0.34 per share, which corresponds to the subscription price for shares in the Rights Issue. If all bottom guarantors choose to receive guarantee compensation in shares, a maximum of 4,985,294 shares may be issued as guarantee compensation to the bottom guarantors. No compensation will be paid for subscription commitments or top guarantees.
Advisors
Nordicap Corporate Finance AB (www.nordicap.se) is acting as financial advisor and Fredersen Advokatbyrå AB is acting as legal advisor to DUG Foodtech in connection with the Rights Issue. Aqurat Fondkommission AB (www.aqurat.se) is acting as issuing agent.
For further information, please contact:
DUG Foodtech AB (publ)
Helene Nielsen, CEO
Phone: +46 732 22 76 35
E-mail: helene.nielsen@dugfoodtech.com
About DUG Foodtech
DUG Foodtech will be the natural choice for all actors in the transition to plant-based foods. The company's business concept is to use its own patented methods, innovative solutions and knowledge to develop and sell products that the market demands. In order for the food industry to achieve its set climate goals, changes are required. The company contributes through its investment in plant-based foods with a low climate footprint, raw materials that are easy to grow and available, and have health benefits for the end consumer. The company and its well-established partners in prioritized markets and channels provide the conditions to grow in a global market, valued at USD 100 billion. The share is listed on Nasdaq First North and is traded under the name DUG. Read more at ir.vegoflund.se. Mangold Fondkommission AB is the company's Certified Adviser and can be contacted by phone: 08-5030 15 50 or e-mail: ca@mangold.se.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in DUG Foodtech. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden. Any invitation to the persons concerned to subscribe for shares in DUG Foodtech will only be made through the Memorandum, which will be published by the Company on or about 18 October 2024 on the Company's website, www.ir.dugdrinks.com. The Memorandum does not constitute a prospectus within the meaning of the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offer in the Memorandum is exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2. Section 1 of Act (2019: 414) with supplementary provisions to the EU Prospectus Regulation due to the amount offered by the Company to the public during a twelve-month period being less than EUR 2.5 million. This press release is not a prospectus within the meaning of the Prospectus Regulation and thus it neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants, or other securities in DUG Foodtech. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely based on the information contained in the Memorandum. Thus, an investor is advised to read the entire Memorandum.
The information in this press release may not be announced, published or distributed, directly or indirectly, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation. No shares, warrants or other securities in DUG Foodtech have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly; in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction of the United States.
Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is being made to the public in any country other than Sweden. In other member states of the European Union ("EU"), such an offer of Securities may only be made pursuant to the exemptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made pursuant to exemptions in the Prospectus Regulation and in accordance with any relevant implementing measures. In other countries in the EEA that have not implemented the Prospectus Regulation in their national law, such an offer of Securities may only be made in accordance with the applicable exemption in their national law.
In the United Kingdom, this document, and any other materials relating to the securities referred to herein, are only being distributed and directed at, and any investment or investment activity relating to this document is only available to, and will only be available to, qualified investors (within the meaning of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by the European Union (Withdrawal) Act 2018) who are (i) persons who have: professional experience in investment matters falling within the definition of "investment professionals" in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) "high net worth entities" etc. referred to in Article 49(2)(a) to (d) of the Regulation; or (iii) such other persons to whom such investment or investment activity may lawfully be directed under the Regulation (all such persons together being referred to as "Relevant Persons"). An investment or investment measure to which this announcement relates is only available in the United Kingdom to relevant persons and will only be made with relevant persons. Persons who are not relevant persons shall not take any action based on this document, nor act or rely on it.
This press release may contain certain forward-looking statements that reflect the Company's current view of future events and financial and operational developments. Words such as "intend", "estimate", "expect", "may", "plan", "believe", "estimate" and other expressions that imply indications or predictions regarding future developments or trends, and that are not based on historical facts, constitute forward-looking statements. Forward-looking statements are by their nature subject to both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual results may differ materially from those expressed in forward-looking statements.