Fuud announces outcome of rights issue
STOCKHOLM, 28 June 2022 08.45 CEST
FUUD AB (publ) ("Fuud" or the "Company") announces today the outcome of the rights issue of units which was resolved upon by the Board of Directors of the Company on 20 May 2022 (the "Rights Issue"). A total of 13,406,637 units, corresponding to approximately 31.6 per cent of the Rights Issue, were subscribed for by the exercise of unit rights and without use of unit rights. In addition, 21,152,278 units, corresponding to 49.9 per cent of the Rights Issue, have been subscribed for by the guarantors. Thus, a total of 34,558,915 units were subscribed for in the Rights Issue, corresponding to approximately 81.4 per cent of the Rights Issue. Through the Rights Issue, Fuud receives proceeds amounting to approximately SEK 63.6 million before deduction of costs related to the Rights Issue.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 23 June 2022. The Rights Issue comprised a maximum of 42,431,117 units, of which 13 206 471 units, corresponding to approximately 31.1 per cent of the Rights Issue, were subscribed for by exercise of unit rights. A total of 200,166 units, corresponding to approximately 0.5 per cent of the Rights Issue, were subscribed for without use of unit rights. Thus, 13 406 637 units, corresponding to approximately 31.6 per cent of the offered units, were subscribed for with and without the use of unit rights. In addition, 21,152,278 units, corresponding to 49.9 per cent of the Rights Issue, have been subscribed for by the guarantors. Thus, a total of 34,558,915 units were subscribed for in the Rights Issue, corresponding to approximately 81.4 per cent of the Rights Issue.
Notification regarding allocation
Allocation of units has been made in accordance with the allocation principles described in the prospectus that was published in connection with the Rights Issue. A notification regarding allocation of units subscribed for without the use of unit rights will be made by post of a contract note to each subscriber. Allocated units subscribed for without the use of unit rights shall be paid for in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allocation in accordance with the procedures of the nominee. Only those who have been allocated shares will be notified.
Trading in BTU
Trading in BTU (paid subscribed unit) is currently taking place at Nasdaq First North Growth Market ("Nasdaq First North") and will cease when the Rights Issue has been registered by the Swedish Companies Registration Office. BTU will then be converted to shares and warrants of series TO 2. The Rights Issue is expected to be registered during week 27, 2022.
Number of shares and share capital
Through the Rights Issue, the number of shares in the Company will increase by 276,471,320 shares to 700,782,498 shares resulting in an increase in the share capital of SEK 13,823,566.00 to SEK 35,039,124.90.
Warrants
The 34,558,915 warrants of series TO 2 issued in the Rights Issue will entitle to subscription of new shares during the period from and including 11 November until and including 25 November 2022. One (1) warrant of series TO 2 gives the right to subscribe for one (1) new share in the Company at an exercise price of SEK 0.38 per share. Upon full exercise of all warrants of series TO 2 issued in the Rights Issue, the number of shares will increase by 34,558,915 shares, resulting in an increase in the share capital of SEK 1,727,945.75 and the Company will approximately receive an additional SEK 13.1 million in issue proceeds. Full terms and conditions of the warrants are available on the Company's website, www.fuudunited.com.
Compensation for guarantee commitments
Compensation is paid for the guarantee commitments in the Rights Issue, whereby compensation for the bottom guarantee of approximately SEK 53.8 million is paid at ten (10) per cent of the guaranteed amount in cash or twelve (12) per cent of the guaranteed amount in the form of newly issued shares in the Company. The compensation for the top guarantee of approximately SEK 1.0 million is paid at 13 per cent of the guaranteed amount in cash or 15 per cent of the guaranteed amount in newly issued shares in the Company. The subscription price for any shares issued to guarantors shall has been determined to SEK 0.23 per share, corresponding to the subscription price per share in the Rights Issue.
Guarantors who wish to receive compensation in the form of shares must notify Redeye AB no later than 1 July 2022. Any resolution on a new issue of shares to the guarantors is intended to be taken by the Board of Directors of the Company by support of the authorization from the Annual General Meeting on 14 July 2022, and will be announced by way of press release.
Advisers
Redeye AB acts as financial adviser and Törngren Magnell & Partners Advokatfirma KB acts as legal adviser in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For more information, contact:
Peter Blom, CEO
E-mail: peter.blom@fuudunited.com
Phone: +46(0)70 655 56 98
This information was submitted, through the care of the above contact persons, for publication on 28 June 2022 at 08.45 CEST.
About the Fuud Group
With the vision of becoming a leading Nordic company in the FMCG market, Fuud brings together a number of exciting Swedish brands within Functional Foods under one roof, in order to jointly challenge the existing players in one of the food industry's fastest growing categories.
Fuud is growing through a combination of organic growth and acquisitions with a strong focus on high-quality content, exciting innovations and attractive design. Fuud's goal is to offer new and better alternatives than those already on the market, and at the same time contribute to both better health and increased quality of life for the Nordic population.
With a naturally built-in forward-thinking spirit, a strong and motivated sales force and a number of experienced key players in management and the board, Fuud has created a balance between muscle, drive and experience. The Fuud Group currently has the following brands: iQ Fuel, Homie, Beijing8, Juica, Juice Culture, Bacoccoli, Frill, Nathalie’s, Barfly, Bezzt of Nature and Legendz.
The company is based in Stockholm and is listed on the Nasdaq First North Growth Market, short name Fuud. FNCA Sweden AB is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399, email info@fnca.se.
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IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in units, unit rights or other securities in Fuud. No action has been taken and measures will not be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe for shares in Fuud will only be made through the Prospectus, which was published on 8 June 2022.
Neither unit rights, paid subscribed units ("BTU") nor newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No unit rights, BTUs or newly issued shares have been registered or will be registered under the United States Securities Act of 1933 in its current wording, or under any other applicable law in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other country where the Rights Issue or distribution of the press release is contrary to applicable laws or regulations or requires that further prospectuses be prepared, registered or that any other measure is taken in addition to what is required by Swedish law. Accordingly, the press release, as well as the Prospectus, application form and other documents attributable to the Rights Issue, may not be released, published or distributed, directly or indirectly, wholly or partly, to or within any such jurisdiction.
This press release 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. 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.
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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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.
This announcement may include forward-looking statements, which are based on Fuud’s current expectations and projections about future events and financial and operational development. Words such as “intends”, “will”, “expects”, “anticipates”, “may”, “plans”, “estimates”, and other expressions that imply indications or predictions of future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual results may differ materially from what is expressed in forward-looking information.
This information, the opinions, and forward-looking statements contained in this announcement, are applied only at this date and are subject to change without notice. Fuud makes no commitments to disclose updates or revisions to forward-looking information, future events, or similar circumstances, other than as required by applicable law
This English announcement is an unofficial translation of the original Swedish announcement. In case of any discrepancies between the Swedish announcement and the English translation, the Swedish announcement shall prevail.