Exercise of over-allotment option and end of stabilisation period in the initial public offering of Fractal
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS ANNOUNCMENT.
Carnegie Investment Bank AB (publ) (“Carnegie”) and ABG Sundal Collier AB (”ABGSC”) (jointly the "Joint Bookrunners") have today notified Fractal Gaming Group AB (publ) (“Fractal”) and Litorina IV L.P. (”Litorina”) that the over-allotment option has been exercised in full and that the stabilisation period has ended.
In connection with the offering to acquire shares in Fractal and the admission to trading of Fractal’s shares on Nasdaq First North Premier Growth Market on 11 February 2021 (the “Offering”), Litorina entered into an undertaking to, within 30 days, upon the Joint Bookrunners’ request, sell up to 1,750,188 additional existing shares in Fractal to cover over-allotment in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option has been exercised in full.
No stabilisation transactions have been carried out and due to Fractal’s share price performance, Carnegie, as stabilising manager on behalf of the Joint Bookrunners, has decided to end the stabilisation period.
For further information, please contact:
Hannes Wallin, CEO and founder, Fractal
Tel.: +46 31 380 71 00
Email: hannes.wallin@fractal-design.com
This information was submitted for publication, through the agency of the contact person set out above, at 18.20 CET on 16 February 2021.
Fractal's shares are publicly listed on First North Premier under the ticker “FRACTL” with FNCA Sweden AB as its Certified Adviser; info@fnca.se +46 8 528 00 399.
Important information
This announcement is not and does not form a part of any offer for sale or a solicitation of any offer to buy securities in the Company. The contents of this announcement have been prepared by and are the sole responsibility of the Company.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
In connection with the offer or sale of securities referred to herein, a financial advisor engaged by the company may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the engaged financial advisor in accordance with all applicable laws and rules.