Realfiction intends to carry out a directed issue of units
Not for release, publication or distribution in whole or in part, directly or indirectly, in the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or any other jurisdiction where such release, publication or distribution would be unlawful or would require registration or anu other measures. Please refer to important information at the end of the press release.
Realfiction Holding AB (”Realfiction” or the ”Company”) today announces its intention to carry out a directed issue of units of approximately SEK 35.8 million, each unit consisting of five (5) shares and two (2) warrants of series TO1. The directed issue will be carried out through an accelerated book-building procedure. The Company also has the intention, if the directed issue is completed, to issue warrants of series TO1 which will be allotted to current shareholders.
Realfiction has, with the support of the authorization from the extraordinary general meeting on 18 November 2020, commissioned Mangold Fondkommission AB to investigate the conditions for implementing the directed issue.
The rationale for deviating from the shareholders’ preferential rights is to secure financing in a time- and cost-effective manner, and to diversify the shareholder base. According to the assessment of the board of directors, this speaks together, and with enough strength, that it is in the Company's and the shareholders’ interest to make an issue deviating from the shareholders preferential rights.
The purpose of the Directed Issue and the Warrants is to finance a continued development of the ECHO 3D technology while simultaneously continue the sales of the Company’s current mixed reality products. Realfiction’s patent pending ECHO technology holds the potential to revolutionize the flatscreen market, by solving the problem of creating mass-produced and low-cost holographic televisions and monitors in high resolution and for multi-user scenarios without the need for head borne 3D-glasses or headsets. Finding such a solution is a current focus for the leading display manufactures.
The subscription price of the new shares in the Directed Issue will be determined by the accelerated book-building procedure. The book building-procedure will commence after the publishing of this press release. The board of directors’ assessment is that the subscription price in the Directed Issue will be in accordance with market conditions, since it will be determined through an accelerated book-building procedure. The book-building procedure will begin no earlier than publication of this press release.
The board of directors in the Company will decide on the Directed Issue and the allotment of units and publish it to the market before the opening of Nasdaq First North Growth Market on 30 November 2020.
Payment for units in the Directed Issue will be made in cash.
The Directed Issue is subject to a resolution by the board of directors of Realfiction and may be cancelled at any time or be carried out on other terms than what is described above.
If the Directed Issue is completed, the board of directors of Realfiction simultaneously intends to issue warrants of series TO1 (same series as in the Directed Issue) to finally be allotted to current shareholders in the Company. The warrants of series TO1 are intended to be admitted to trading on Nasdaq First North Growth Market.
Advisor
Mangold Fondkommission AB is the sole bookrunner and financial advisor and Eversheds Sutherland Advokatbyrå AB is the legal advisor in connection with the Directed Issue.
For more information about Realfiction Holding AB, please contact:
Clas Dyrholm, founder and CEO
Telephone: +45 25 22 32 81
Email: clas@realfiction.com
Website: www.realfiction.com
Certified Adviser
Mangold Fondkommission AB is the company's Certified Adviser and can be contacted via ca@mangold.se or +46 8 503 015 50.This information is such 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, at 17.30 CET on 27 November 2020.
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 First North Growth Market under the symbol “REALFI”. The share’s ISIN code is SE0009920994.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Realfiction in any jurisdiction, neither from Realfiction nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Mangold Fondkommission AB is acting for Realfiction in connection with the Directed Issue and no one else and will not be responsible to anyone other than Realfiction for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Realfiction has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or Nasdaq First North Growth Market regulations.
