Fuud decides on a directed issue of convertibles to Formue Nord Fokus A/S of SEK 23 million
STOCKHOLM, July 13, 2022 14.30 CEST
The Board of Directors of FUUD AB (publ) (“Fuud” or “the Company”) has today, 13 July 2022, with the support of the Annual General Meeting's authorization on 14 June 2022 and in accordance with a previously communicated agreement, decided to raise convertible loans through a directed issue of two (2) convertibles to Formue Nord Fokus A / S (“Formue”) with nominal amounts of SEK 5.5 million and SEK 17.5 million, respectively, and maturities up to and including December 15, 2022 and January 15, 2024, respectively (the “Convertibles”). For the Convertibles, Formue pays SEK 5,225,000 and SEK 16,625,000, respectively. Conversion can take place during the term of the Convertibles at a conversion price of SEK 0.38 per share.
In accordance with a previously communicated agreement with Formue, Fuud's Board of Directors, with the support of the Annual General Meeting's authorization on June 14, 2022, has decided to raise convertible loans with a nominal total of SEK 23 million through a directed issue of one (1) series 1: 2022 convertible nominal SEK 5.5 million and one (1) convertible of series 2: 2022 with a nominal value of SEK 17.5 million to Formue. Through the agreement, Formue has undertaken to subscribe and pay for the Convertibles.
The reason for the deviation from the shareholders' preferential rights is (i) that the issue takes place as part of a refinancing of parts of the bridge loan, (ii) that the Company thereby, according to the Board's overall assessment, simultaneously provides additional financing in a time- and cost-effective manner, and (iii) that the Company has recently completed a rights issue for the Company's existing shareholders which was not fully subscribed. Overall, the Company considers that the reasons for carrying out this issue with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that issues shall be carried out with preferential rights for shareholders, and that an issue deviating from the shareholders' preferential rights is thus most advantageous for the Company and its shareholders.
The proceeds are intended to be used to finance (i) the acquisitions of GI-boxen Sweden AB and Foodbox Scandinavia AB, (ii) a Nordic expansion of existing brands, (iii) investments in the Company's production facilities, and (iv) other working capital requirements.
The convertible of SEK 5.5 million is due for payment on December 15, 2022 and the convertible of SEK 17.5 million is due for payment on January 15, 2024, insofar as conversion has not taken place before that. For the Convertibles, Formue pays SEK 5,225,000 and SEK 16,625,000, respectively, which has been determined on the basis of negotiations at arm's length between the Company and Formue. The discount in relation to the nominal amounts corresponds to a set-up fee of a total of five (5) percent, which the Company's Board deems to be market-based. Conversion can take place during the term of the Convertibles at a conversion price of SEK 0.38 per share.
The convertibles run at a fixed annual interest rate of twelve (12) percent, which is capitalized on a calendar quarterly basis and is paid, insofar as conversion has not previously taken place, in connection with the due date. Upon conversion, accrued interest is converted together with the loan. Formue has the right to demand the conversion of all or parts, however, at least SEK 2 million, of each convertible, from and including registration with the Swedish Companies Registration Office up to and including the due date of each convertible. The convertibles are due for early payment in certain events and are subject to customary conversion terms.
Upon conversion, a maximum of 69,820,687 new shares in the Company may be added, which corresponds to an increase in the share capital of SEK 3,491,034.35 and a dilution of approximately 9.04 percent, based on the number of shares in the Company after registration of the new issue of shares. to guarantors as decided by the Company's Board of Directors on July 6, 2022.
For more information, please contact:
Peter Blom, CEO
E-mail: peter.blom@fuudunited.com
Telephone: 070-655 56 98
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.
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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.
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