Fuud enters into an agreement with Formue Nord Fokus A/S regarding convertibles of SEK 23 million
STOCKHOLM, JULY 12, 2022 13.30 CEST
FUUD AB (publ) (“Fuud” or “the Company”) has today, July 12, 2022, entered into an agreement with Formue Nord Fokus A/S (“Formue”) through which the Company undertakes to raise convertible loans through the issue of, and Formue undertakes to subscribe for two (2) convertibles with nominal amounts of SEK 5.5 million and SEK 17.5 million, respectively, with maturities up to and including December 15, 2022 and January 15, 2024, respectively (the "Convertibles"). For the Convertibles, Formue will pay 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. The issue shall take place no later than July 15, 2022.
“I am happy to announce these news – the convertibles strengthen the Company's financial position both in the short and long term. Through the agreements with Formue Nord, we will be even stronger in our continued journey towards becoming one of Sweden's leading players in the FMCG market for functional foods.” - Peter Blom, CEO
Emission of convertibles
According to the agreement with Formue, Fuud's Board of Directors, with the support of the Annual General Meeting's authorization on June 14, 2022, will raise convertible loans with a nominal total of SEK 23 million by decision on a directed issue of one (1) convertible of series 1: 2022 with a nominal SEK 5.5 million and a (1) convertible of series 2: 2022 with a nominal value of SEK 17.5 million to Formue. The issue shall take place no later than July, 15 2022. 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 shall fall due for payment on December 15, 2022 and the convertible of SEK 17.5 million shall fall due for payment on January 15, 2024, insofar as conversion has not previously taken place. For the Convertibles, Formue will pay 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 approximately 5 percent, which the Company's Board deems to be market-based. It must be possible to convert during the term of the convertibles to a conversion price of SEK 0.38 per share.
The convertibles shall 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 must be 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 must in certain cases fall due for payment in advance. The convertibles must be subject to customary conversion terms.
Provided that payment for the Convertibles is made on July 15, 2022, a maximum of 69 820 687 new shares in the Company may be added upon conversion, 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 that the Company's Board of Directors decided on July 6, 2022.
For more information, please contact:
Peter Blom, CEO
E-mail: peter.blom@fuudunited.com
Telephone: +4670-655 56 98
This information is such information that FUUD AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the above contact persons, for publication on July 12, 2022 at 13.30 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.
Please note that this publication is a translation of the original Swedish text. In the event of inconsistency or discrepancy between the Swedish version and this publication, the Swedish language version shall prevail.
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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.