Realfiction Holding AB: To further accelerate its growth, Realfiction announces a Public Issue of 17,5 MSEK and calls an extra general meeting to decide on a Directed Issue of up to 7 MSEK

On March 21, 2019, the Board of Directors of Realfiction Holding AB (corporate ID no. 559110-4616, the “Company”) decided, pursuant to an authorization from the Annual General Meeting of June 18, 2018 to carry out a new issue of shares with a preferential right for existing shareholders, the “Public Issue”. The Public Issue consists of a maximum of 1 744 970 shares and can bring 17,5 MSEK into the Company if subscribed for in full. In addition to this preferential rights issue, the Board of Directors will make a proposition to the forthcoming extra general meeting to decide in favor of a parallel directed new share issue of up to 700 000 shares, which can bring up to 7 MSEK to the company for the purpose of converting existing loans owed and related interest to shares. The combined transactions of up to 24,5mSEK are secured up to 60% in total through pre-subscriptions from existing and new shareholders as well as loan conversion.

The proceeds from the planned Public Issue will be deployed to further accelerate the positive development of Realfiction, both commercially and in terms of technology development and will secure the ongoing operational cash-flow.

Clas Dyrholm, CEO of Realfiction comments: ”As can be seen in the annual report, that we released earlier today, we are seeing good progress, both in topline, margins and also in terms of operational cash-flows. By adding the funding from this new round, our business will be ready for further, significant acceleration in accordance with our previously announced STEP-UP-2019 strategy. This means being able to pursue our many opportunities in the international market with force, predominantly Maas for Retail and Rental. Also, we will be able to accelerate the ongoing investments in our very promising and ongoing technology Project Echo. Finally, by converting the outstanding loans, we strengthen our balance sheet significantly. I am proud and pleased about the significant interest that we have seen already for this public issue and look very much forward to many exciting meetings with our current well as new investors in the time to come”.

Record date

The record date at Euroclear Sweden AB (”Euroclear”) for determining who is eligible to receive subscription rights in the issue is April 22, 2019. The last day for trading in the Company’s share including the right to receive subscription rights is April 18, 2019. The first day for trading in the Company’s share excluding the right to receive subscription rights is April 19, 2019.

Subscription period

Shares must be subscribed for during the period from April 24 to May 10, 2019. The Board of Directors has a right to extend the subscription period. However, the Board has no right to discontinue the issue after the subscription period has begun.

Issue price

The issue price in both the Public Issue and the parallel directed issue is SEK 10,00 per share.

Trading in subscription rights

Trading in subscription rights takes place on NASDAQ First North during the period from April 24, 2019 to May 8, 2019. Banks and securities institutions with the necessary permits are available to act as intermediaries in the purchase and sale of subscription rights.

Paid subscription shares (”BTA”)

Subscription by payment is registered with Euroclear as soon as possible, which normally means a few banking days after payment. The subscriber then receives a securities notification with confirmation that BTAs have been recorded in the securities account. BTAs will be traded at NASDAQ First North from April 24 2019, until they have been registered at Bolagsverket [the Swedish Companies Registration Office], last day of trading will be notified through a market announcement by NASDAQ First North. Subscription shares are referred to as BTA until the new issue has been registered at Bolagsverket.

Pre subscription
The company has access to subscription-rights free of charge corresponding to 25% of the Public Issue. Shares covering these rights have been subscribed for by other existing and new shareholders and therefore count as firm pre-subscribers. In addition, the Company has received committed requests from existing as well as new shareholders for a further 16% of the issue, subject to additional free subscription rights being available. Finally, an additional 4% has been subscribed by existing shareholders using their existing subscription rights. This adds up to a total pre-subscription, prior to the public announcement of the public issue of up to more than 45%. Adding the conversion of loans in the separate directed issue to the calculation, the total combined capital raise is about 24,5mSEK of which up to 60% is secured.


Investment memorandum

The investment memorandum with details of the rights issue will be published at www.realfiction.com and www.eminova.se on 23 April 2019.

Advisors

Bergco Advokatbyrå AB is acting as legal advisor. Eminova Fondkommission AB as issuing agent during the rights issue. Gemstone Capital ApS is the Company’s Danish advisor in the transaction. Certified Adviser is Sedermera Fondkommission.

More information 

For more information about the rights issue, please contact:

Eminova Fondkommission Telephone: +46 (0)8-684 211 00

E-mail: info@eminova.se

For more information about Realfiction Holding AB, please contact: 

Clas Dyrholm, CEO

Telephone: +45 70 20 64 90

E-mail: contact@realfiction.com

www.realfiction.com

Certified Adviser

Sedermera Fondkommission is the company's Certified Adviser and can be contacted via ca@sedermera.se or +46 40 615 14 10.

This information is information that Realfiction Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on March 21st, 2019.  


About Realfiction Holding AB
Founded in Denmark in 2008, Realfiction is a leading innovator and provider of mixed-reality solutions and services, a market estimated to reach USD 80 billion by 2025. Realfiction continues to invent technologies within Mixed Reality, with an intention to disrupt the industry by pursuing the vision of converting science fiction into real fiction. Realfiction Holding AB’s share is publicly traded on Nasdaq Stockholm First North under the symbol “REALFI”. The share’s ISIN code is SE0009920994.

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