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RLS Global: RLS Global publishes prospectus

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RLS Global AB (publ) (”RLS Global” or the “Company”) today announces that the Swedish Financial Supervisory Authority (the “SFSA”, sw. Finansinspektionen) has approved the prospectus that RLS Global has prepared due to the upcoming rights issue. The prospectus is available at RLS Global’s website (www.rls.global) and Erik Penser Bank's website (www.penser.se).

Prospectus

The prospectus that RLS Global has prepared due to the upcoming rights issue has today been approved and registered by the SFSA. The prospectus, containing complete terms and instructions, and application forms can be obtained from RLS Global and Erik Penser Bank and is available at RLS Global's website (www.rls.global) and Erik Penser Bank's website (www.penser.se). The prospectus will also be available at the SFSA's website (www.fi.se).

Summary of the rights issue

  • One (1) existing share in RLS Global held on the record date 26 October 2022, entitles to one (1) subscription right. Fifty (50) subscription rights entitle to subscribe for seven (7) newly issued shares.
  • The subscription price amounts to SEK 3.00 per share. Payment must be made in cash.
  • Through the rights issue, RLS Global can receive a maximum of approximately SEK 29.4 million before issue costs.
  • The subscription period runs during 28 October – 11 November, 2022.
  • Trading in subscription rights will take place on the Nasdaq First North Growth Market during the period 28 October – 8 November, 2022.
  • The rights issue implies that the Company's share capital increases by a maximum of SEK 1,108,341.98446, corresponding to a maximum of 9,809,170 shares, implying a maximum dilution of 12.3 percent.
  • The rights issue is secured with subscription commitments and guarantee commitments to a total of SEK 29.4 million. The subscription commitments amount to approximately SEK 17 million, corresponding to approximately 57,75 percent of the rights issue and the guarantee commitments amount to approximately SEK 12,4 million, corresponding to approximately 42,25 percent of the rights issue. Subscription and guarantee commitments from management and board members amount to a total of SEK 29,4 million.

Advisors

In connection with the rights issue, RLS Global has hired Erik Penser Bank AB and Baker & McKenzie Advokatbyrå KB as financial and legal advisers.

Important information

The information in this press release does not contain nor constitute an offer to acquire, subscribe for or in any other way trade with shares, warrants or other securities in RLS Global. No measures have been taken and no measures will be taken in order to allow for an offer to the public in any other jurisdictions than Sweden. Offer to for the relevant persons to subscribe for shares in RLS Global is only made through the prospectus which RLS Global now has published.

The information in this press release may not be made public, be published or distributed, directly or indirectly, within or to the US, Australia, Hongkong, Japan, New Zeeland, Switzerland, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require other actions than what is stipulated under Swedish law. Any actions not in compliance with these instructions may constitute a violation against applicable securities regulation. No shares or other securities in RLS Global have been registered, and no shares or other securities will be registered, under United States Securities Act of 1933 (“Securities Act”) as in force from time to time or under the securities laws in any state or other jurisdiction in the US and may not be offered, sold or in any other way transferred, directly or indirectly, in or to the US, except for pursuant to an applicable exemption from, or in a transaction not subject to, the registration rules in the Securities Act and in compliance with the securities regulations in the relevant state or other jurisdiction in the US. This communication is distributed and aimed for only persons in Great Britain who are (i) professional investors under Article 19(5) in UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) as in force from time to time or (ii) subjects with a high net wealth and other persons to whom this message can be legally addressed, who are subject to Article 49(2)(a)-(d) in the Order (all those persons referred to as “Relevant Persons”). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment action referred to in this communication is only possible for Relevant Persons and will only be closed with Relevant Persons. Persons who distribute this communication must themselves make certain that such distribution is allowed.

Forward-looking statements

This press release contains forward-looking statements regarding the Company’s intentions, assessments, or expectations in respect of the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and possibilities as well as the market within which the Company operates. Forward-looking statements are statements which do not refer to historical facts and which typically contain words such as “considers”, “expects”, “predicts”, “intends to”, “estimates”, “will”, “can”, “presumes”, “should”, “may” and, in each case, negations thereof or other similar expressions. The forward-looking statements in this press release are based on different assumptions which, in several cases, are based on additional assumptions. Even if the Company considers the assumptions which are reflected in these forward-looking statements to be true, it cannot be guaranteed that they will in fact occur or that they are correct. Given that these assumptions are based on assumptions or estimates and that they are subject to risks and uncertainties, the actual result may, for many reasons, substantially deviate from what is stated in the forward-looking statements.

Such risks, uncertainties, eventualities, and other significant factors may lead to the actual events deviating substantially from the expectations that have been explicitly or implicitly provided for under this press release through the forward-looking statements. The Company does not guarantee that the assumptions which the forward-looking statements in this press release are based on are correct, and a reader of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements which are either explicitly or implicitly presented herein, are only provided as of the day of this press release and may be subject to change. Neither the Company nor anyone else undertakes to oversee, update, confirm or provide public notification in respect of any change of any forward-looking statement for the purpose of reflecting the actual events or circumstances which occurs in respect of the content of this press release, unless required by law or Nasdaq First North Growth Market’s rules for issuers.

The information was submitted for publication, through the agency of the contact persons set out below, at 25-10-2022 12:15 CET.

TRADING PLACE AND CERTIFIED ADVISER:
RLS Global’s shares have been listed on the Nasdaq First North Growth Market since 17th May, 2017 and trading takes place under the short name RLS. Certified Adviser is Redeye Aktiebolag. During the period 2012–2017, the company was listed on Aktietorget.

FOR MORE INFORMATION, PLEASE CONTACT:
Björn Larsson, CEO, RLS Global
E-mail: bjorn.larsson@rlsglobal.se
Tel: +46 766 20 17 25

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