Final result of the Offering to acquire shares in Seamless Distribution Systems AB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH MESURE IS SUBJECT TO LEGAL RESTRICTIONS.
Seamless Distribution AB (“Seamless”) has offered its shareholders to acquire up to 5,876,530 shares in Seamless Distribution Systems AB (“SDS”) (the “Offering”). The application period for the Offering ended on July 14, 2017. The Board of Directors of Seamless has per July 20, 2017 confirmed the result of the Offering and resolved on the allocation of SDS shares acquired without exercise of purchase rights.
A total of 5,022,871 shares in SDS were acquired through exercise of purchase rights, corresponding to approximately 85 per cent of the Offering. Applications to acquire a total of 1,383,962 SDS shares without exercise of purchase rights, corresponding to approximately 24 per cent of the Offering, were received. These 1,383,962 shares have been allocated in accordance with the terms and conditions for the Offering as outlined in the prospectus. Approximately 48 per cent of the Offering was thus subscribed for during the application period, which means 100 per cent of underwriting commitments will be utilised, corresponding to approximately 38 per cent of the Offering.
Following the utilisation of underwriting commitments, the proceeds to Seamless from the Offering will in aggregate amount to SEK 181 million, before deduction of expenses related to the Offering. Following the Offering, Seamless will own 27 per cent of the outstanding shares in SDS.
Notice of allocation of SDS shares acquired without exercise of purchase rights will be given through dispatch of contract notes tomorrow, July 21, 2017 and shall be paid in accordance with the instructions set out therein. Notice will only be given to parties who have been allocated shares. Estimated settlement date for purchase of shares without exercise of purchase rights is July 25, 2017.
Trading in the SDS share on Nasdaq First North Premier commences tomorrow, July 21, 2017
ABG Sundal Collier and DNB Markets acted as financial advisers to Seamless in connection to the Offering. Wigge & Partners Advokat KB acted as legal advisor to Seamless.
For additional information, please contact:
Martin Larsson, Head of Treasury & Investor Relations
+46 707 22 56 65
This information is information that Seamless Distribution AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 17:25 CET on July 20, 2017.
Seamless is one of the world’s leading suppliers of mobile payment systems. Seamless provides the mobile payment platform Seqr, which is available in more than ten countries. Seamless is listed on Nasdaq Stockholm under the ticker symbol SEAM.
This press release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Neither Seamless Distribution AB nor Seamless Distribution Systems AB intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in a transaction exempt from the registration requirements under the Securities Act.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares and Rights are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
FCA/ICMA Stabilization applies.
In any EEA Member State that has implemented the Prospectus Directive (other than Sweden), this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.