Prospectus for Seamless Distribution Systems AB published

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 Systems AB (“SDS”), a subsidiary of Seamless Distribution AB (”Seamless”), has prepared a prospectus regarding the offer from Seamless to purchase shares in SDS. In connection with the Offering, SDS’s shares will be admitted to trading on Nasdaq First North Premier, with the scheduled first day of trading set at 21 July 2017.

Since the Offering was made public through a press release on 20 June 2017, Seamless has obtained, in accordance with the reservation made to this effect, additional underwritings corresponding to SEK 11 million. The Offering is thus underwritten to approximately 62 per cent.

The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is now available on Seamless’s website (https://seamless.se/) and SDS’s website (sds.seamless.se).

The offering in brief

  • Shareholders in Seamless will be allotted one (1) purchase right (Sw. Inköpsrätt) for each share held in Seamless. Ten (10) purchase rights entitles the holder to acquire one (1) SDS share for SEK 36.
  • In aggregate, 5,876,530 shares in SDS, corresponding to 85 per cent of the outstanding shares in the company (votes as well as capital), will be offered for sale (the “Offering”).
  • The Offering is underwritten to approximately 62 per cent, partly through undertakings from certain shareholders in Seamless to exercise the purchase rights received, partly through undertakings from certain shareholders in Seamless as well as external guarantors to acquire shares not sold through the exercise of purchase rights or in any other way. Undertakings from existing shareholders to exercise the purchase rights amount to approximately 24 per cent of the Offering and undertakings to purchase shares not sold through the exercise of purchase rights amount to approximately 38 per cent of the Offering.  
  • The sale of the SDS shares included in the Offering will bring at least SEK 131.0 million and up to SEK 211.6 million to Seamless, before deduction of expenses related to the Offering.
  • The price in the Offering corresponds to a market capitalisation of SDS of approximately SEK 248.9 million.

Timetable

Last day of trading in the Seamless share including rights to allotment of purchase rights - 26 June 2017

First day of trading in the Seamless share excluding rights to allotment of purchase rights - 27 June 2017

Record date for receiving purchase rights - 28 June 2017

Trading in purchase rights on the Mangold list - 29 June - 12 July 2017

Application period - 29 June - 14 July 2017

Estimated day of announcing the outcome of the Offering - 21 July 2017

Estimated first day of trading in the SDS share on Nasdaq First North Premier - 21 July 2017

Advisers

ABG Sundal Collier and DNB Markets are financial advisers to Seamless in the Offering. Wigge & Partners Advokat KB is legal adviser to Seamless.

For further information, please contact:

Martin Larsson, Head of Treasury & Investor Relations, martin.larsson@seamless.se, +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 5:45 p.m. CET on June 27, 2017.

About Seamless

Seamless is one of the world’s largest suppliers of payment systems for mobile phones. Founded in 2001 and active in 35 countries, Seamless handles more than 5.3 billion transactions annually through 675 000 active sales outlets. Seamless has three main business areas including the transaction switch, the technology provider for the distribution of eproducts and the mobile payment platform Seqr. www.seamless.se.

Important information

These materials are 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) pursuant to Rule 144A.

This document 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 communication 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.

About Us

Founded in 2001 (and previously named Seamless Distribution), Invuo Technologies is a mobile payments technology company, which provides innovative B2B mobile payment services and electronic top-up systems for the financial industry, mobile operators and retailers. Our goal is to maximise value for shareholders while making positive contributions to the technology sphere.

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