RightBridge Ventures Group decides to carry a directed unit to raise credit facility and to issue warrants free of charge
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.
RightBridge Ventures Group AB ("RightBridge" or the "Company") has decided on a directed issue containing 6,172,844 units, each unit containing one (1) share and one (1) free warrant of series TO1 at a subscription price of SEK 0.324 per unit, corresponding to SEK0.324 per share (the "Directed Issue''). The subscription price in the Directed Issue has been determined by negotiation at arm's length and represents a discount of 10 percent to the volume-weighted average price (VWAP) of the Company's share on Nasdaq First North Growth Market during the period from and including 22 February 2023 to and including 7 March 2023. In relation to the closing price of the Company's share on 7 March 2023, the subscription price corresponds to a premium of 0.31 percent. Through the Directed Issue, RightBridge will receive approximately SEK 2 million before transaction-related costs. The subscribers in the Directed Issue are US-based GraGo Capital and iCandy Interactive Ltd. (the "Investors"). In conjunction with the Directed Issue, RightBridge also includes loans of SEK 3M, of which SEK 1 million is from the largest owner Abelco Investment Group AB ("Abelco") and SEK 2 million from debt fund Exelity AB ("Exelity"). The Company has also decided to issue warrants of the same series as in the Directed Issue to existing shareholders and to Exelity. The Company intends to apply for admission to trading of warrants of series TO1.
Summary
• The Board of Directors of RightBridge has, with the support of authorization from the Extraordinary General Meeting on September 29, 2022 and which was registered by the Swedish Companies Registration Office on October 14, 2022, resolved (i) the Directed Issue to the Investors and (ii) the issue of free warrants of series TO1.
• The subscription price in the Directed Issue amounts to SEK 0.324 per unit, corresponding to SEK 0.324 per share when the warrants of series TO1 are received free of charge. The subscription price in the Directed Issue has been determined through negotiation with the Investors at arm's length and entails a discount of 10 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 22 February 2023 to and including 7 March 2023. In relation to the closing price of the Company's share on 7 March 2023, the subscription price corresponds to a premium of 0.31 percent.
• In order to compensate shareholders for the dilution in the Directed Issue, existing shareholders receive one (1) warrant of series TO1 free of charge for every ten (10) existing shares held on the record date.
• Through the Directed Issue, RightBridge receives approximately SEK 2 million before the deduction of transaction-related costs.
• The company has also raised loans corresponding to SEK 3 million, of which SEK 1 million from Abelco and SEK 2 million from Exelity.
• Through the Directed Issue, the number of shares in the Company increases by 6,172,844 from 155,943,40 1 to 162,116,245 and the share capital will increase by SEK 740,396.38 from SEK 18,704,494.94 to SEK 19,444,891.32.
The Directed Issue
The Directed Issue comprises 6,172,844 units at a subscription price of SEK 0.324 per unit, corresponding to SEK 0.324 per share when the warrants are received free of charge, and the Company thereby receives approximately SEK 2 million before transaction-related costs.
The subscription price in the Directed Issue has been determined through negotiation with the Investors at arm's length and entails a discount of 10 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 22 February 2023 to and including 7 March 2023. In relation to the closing price of the Company's share on 7 March 2023, the subscription price corresponds to a premium of 0.31 percent.
The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time- and cost-effective manner. The Company's Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue, but believes that it would, for example, entail a risk that the Company cannot meet its capital needs within the required time. The Company's Board of Directors has concluded that a rights issue compared to the Directed Issue (i) would take significantly longer to complete and thus entail an increased market risk exposure, (ii) would require significant guarantee commitments from underwriters given the prevailing market volatility, which would entail additional costs and/or additional dilution depending on the type of compensation paid for such guarantee commitments, (iii) would probably have had to be made at a lower subscription price given the discount levels for rights issues that have been carried out on the market recently.
Overall, the Board's assessment from the shareholders' perspective is that the Directed Issue is the best option and that the terms, after negotiation at arm's length, are market-based.
Number of shares, share capital and dilution for the Directed Issue
The Directed Issue entails a dilution effect of approximately 3.81 percent for existing shareholders. Through the Directed Issue, the number of shares will increase by 6,172,844 from 155,943,40 1 to 162,116,245 and the share capital will increase by SEK 740,396.38 from SEK 18,704,494.94 to SEK 19,444,891.32.
Issue of free warrants (TO1) to existing owners
The Board of Directors has also, with the support of authorization from the Extraordinary General Meeting on September 29, 2022 and which was registered by the Swedish Companies Registration Office on October 14, 2022, resolved to issue free warrants of series TO1 (the same series that the Investors and Exeli ty receive). The warrants are issued by the Company and will be distributed free of charge to existing shareholders in the Company, where the Company's existing shareholders will receive one (1) free warrant of series TO1 per every ten (10) shares held in the Company on the record date. In total, 15,594,340 warrants of series TO1 are issued to existing shareholders to compensate for the dilutive effect of the warrants issued to the Investor and Exelity.
The record date for obtaining warrants of series TO1 free of charge will be announced as soon as possible by means of a separate press release.
Warrants of series TO1
In total, 27,940,028 warrants of series TO1 are issued, of which 6,172,844 to the Investors in the Directed Issue, 6,172,844 to Exelity and 15,594,340 to existing shareholders in the Company.
Each warrant of series TO1 entitles the holder to subscribe for one (1) new share in the Company against cash payment corresponding to SEK 0.5 0. The subscription period for the subscription of shares with the support of warrants of series TO1 will run from and including 1 November 2023 to and including 14 November 2023. Upon full exercise of the warrants of series TO1, the Company can receive up to approximately SEK 13.97 million before issuing costs. The reasons for deviation from the shareholders' preferential rights regarding other subscribers are that the Board of Directors has negotiated with Investors and Exelity at arm's length regarding the Company's continued financing and, taking into account all circumstances, has assessed that the proposed structure is beneficial to the Company and its shareholders. The Company intends to apply for listing of the warrants of series TO1 on Nasdaq First North Growth Market as soon as possible after the issues have been registered with the Swedish Companies Registration Office and Euroclear and allotment to existing shareholders has taken place.
Number of shares, share capital and dilution for warrants of series TO1
Upon full subscription of warrants from the Investors, the Company will receive a maximum of approximately SEK 3.09 million, where the number of shares increases by a maximum of SEK 6,172,844 and the share capital by a maximum of approximately SEK 740,396.38. Upon full subscription of Exelity, the Company will receive a maximum of approximately SEK 3.09 million, where the number of shares increases by a maximum of approximately SEK 6,172,844 and the share capital by SEK 740,396.38 and upon full subscription of the warrants from existing shareholders, the Company will receive a maximum of approximately SEK 7.78 million, where the number of shares increases by a maximum of SEK 15,594,340 and the share capital by a maximum of approximately SEK 1,870,449.48. Upon full exercise of warrants of series TO1, the Company can receive a maximum of approximately SEK 13.97 million, where the number of shares increases by 27,940,028 and the share capital increases by a maximum of approximately SEK 3,351,242.24, from SEK 19,444,891.32 to SEK 22,796,133.56.
Credit facilities
The Company has decided to take loans totaling SEK 3 million, where SEK 2 million is financed by Exelity, and SEK 1 million by the Company's largest shareholder, Abelco. A set-up fee of 5.0 percent is paid in connection with the administration of the loan from Exelity and carries an interest rate of 1.5 percent per 30-day period commenced. The lender Exelity has also received 6,172,844 free warrants of series TO 1 (the same series distributed to existing shareholders) as part of the financing. The loan matures by 25 December 2023. Abelco does not receive any warrants of series TO1 free of charge in connection with the loan. Abelco's loan carries 1 percent annual interest and can be extended annually, as well as being subordinated to the loan from Exelity.
" The Company has secured new financing to support the delivery of previously announced activities, i.e. MENA region. That the Company has managed to close this financing round in a record time despite current macroeconomic conditions is especially motivating. The financing gives us stability and even better opportunities to exxecute the plan we have presented to the market and thus RightBridge's growth potential. We have an exciting future with both scalability and profitability in focus." says Carlos Barrios, CEO of RightBridge Ventures Group.
For further questions, please contact:
Carlos Barrios - CEO RightBridge Ventures Group AB
Telefon: +46 705 112579
E-post: carlos.barrios@rightbridge.se
About Us
RightBridge Ventures is a compounder and investment company based in Stockholm (Sweden) dedicated to investing in companies that shape the future of esports and gaming as part of the digital media and entertainment industry. For more information visit www.rightbridge.se or get updates by following us on Twitter on Instagram and LinkedIn.
RightBridge Ventures Group AB (publ)'s shares are traded on the Nasdaq First North Growth Market and Amudova AB is a Certified Adviser.