Bayn Group explores the conditions to carry out a directed issue of up to 20.5 million shares
Bayn Group AB (publ)[1] (”Bayn Group” or the ”Company”) (listed on Nasdaq First North Growth Market, under the ticker BAYN) intends to explore the conditions to carry out a directed new issue of up to 20.5 million shares in the Company (the “Share Issue”), corresponding to up to approximately 11.5 percent of the share capital in the Company after the Share Issue and the share issues with payment in kind of 3,066,124 shares which were announced by the Company earlier today . The Share Issue is intended to be directed at Swedish and international institutional investors. Bayn Group has appointed Carnegie Investment Bank AB (publ) (“Carnegie”) as Sole Global Coordinator and Bookrunner to explore the conditions to carry out the Share Issue through an accelerated bookbuilding procedure.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELSEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW.
The Board of Directors of Bayn Group intends to resolve on the Share Issue with the support of the authorization from the Extraordinary General Meeting, held on 5 February 2021. The subscription price and the total number of shares will be determined through an accelerated bookbuilding procedure, which will commence immediately after the publication of this press release. Pricing and allocation are expected to take place before the commencement of trading on Nasdaq First North Growth Market on 16 April 2021. The closing, pricing and allocation of the bookbuilding procedure is at the discretion of the Company and may be shortened or extended and may at any time be cancelled by the Board of Directors. The Company will announce the outcome in a subsequent press release after the bookbuilding procedure has been completed.
The Company has earlier today announced that the Company has acquired the companies Grahns Konfektyr AB, Kryddhuset i Ljung AB, Performance R us AB, Nordic Sports Nutrition AB and Viterna AB (together the “Target Companies”) for an aggregate consideration of approximately SEK 78.5 million, which will partly be paid through a directed issue in kind of a total of 3,066,124 shares in the Company to the sellers of the Target Companies (the “Issue In Kind Shares”). The Share Issue corresponds to up to approximately 11.5 percent of the share capital in the Company after the Share Issue and the issues of the Issue In Kind Shares.
The reasons for deviating from the shareholders’ pre-emptive rights in the Share Issue are to strengthen the Company’s financial position and to finance acquisitions by raising capital in a time and cost-effective manner as well as to further diversify the shareholder base with Swedish and international institutional investors.
On 26 March 2021, Bayn Group announced updated financial targets for the Company in the medium term (2025). The financial targets include, inter alia, the ambition to achieve a sharp increase in sales in the coming years, driven by organic growth in combination with acquisitions. The Company's ambition is to achieve an average organic growth of at least 10 percent per year and reach net sales of SEK 8 billion pro forma. Further, The Company's goal is to achieve an adjusted EBITDA margin of 10 percent pro forma while keeping net debt in relation to RTM (rolling twelve months) adjusted EBITDA from exceeding 2.5 times. However, the Company may, in special circumstances, choose to exceed this level for shorter periods in connection with acquisitions.
The net proceeds from the Share Issue are intended to be used to support growth initiatives, mainly through further acquisitions, and maintaining financial flexibility.
The Company will, subject to customary exemptions and the completion of the Share Issue, undertake, in favour of Carnegie, not to issue shares for additional funding for a period of 180 calendar days from the settlement date of the Share Issue. In addition, the members of the Company’s Board of Directors Peter Werme, Thomas Petrén, Mikael A. Pettersson as well as CEO Simon Petrén, VP Noel Abdayem, COO Patrik Edström, CFO Johan Lennartsson and the shareholder RoosGruppen AB will, subject to customary exemptions and the completion of the Share Issue, undertake, in favour of Carnegie, to not divest any of their shares in Bayn Group during a lockup period of 90 calendar days from the settlement date of the Share Issue. Peter Werme (Chairman) and Simon Petrén (CEO) have an additional lockup period of 90 days, entailing a total lockup period 180 calendar days each.
Any Share Issue will be carried out by Bayn Group’s Board of Directors resolving to issue new shares on the basis of the issue authorization granted by the Extraordinary General Meeting held on 5 February 2021 after completion of the bookbuilding procedure.
Advisers
Carnegie acts as Sole Global Coordinator and Bookrunner in connection with the Share Issue. Gernandt & Danielsson Advokatbyrå KB acts as legal adviser to the Company in connection with the Share Issue.
For more information, please contact:
Simon Petrén, CEO, Bayn Group AB (publ)
Tel: +46 70 999 94 55
E-mail: simon.petren@bayngroup.com
The information in this press release constitutes inside information that Bayn Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
[1] Under change of name to Humble Group AB.
About Bayn Group
Bayn Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Bayn targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Bayn’s technology solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of sugar-reduced, sustainable and vegan products . For more information www.bayngroup.com
Bayn Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker BAYN
FNCA Sweden AB is Bayn Group’s certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se
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 the Company in any jurisdiction, neither from Bayn Group nor from someone else.
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 unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of United States, Australia, Canada, New Zealand, Singapore, Hong Kong, Japan, South Africa or any other jurisdiction. 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, Singapore, Hong Kong, Japan, South Africa 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. There will be no public offer of the securities referred to herein in Sweden, the United States or any other jurisdiction.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bayn Group has not authorized any offer to the public of shares or other securities in the United Kingdom or any member state of the EEA and no prospectus has been or will be prepared in connection with the Share 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of the Prospectus Regulation who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.
This press release 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 new shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie. Carnegie is acting solely for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein. If you do not understand the contents of this press release you should consult an authorized financial adviser.
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. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 it is not required by law or Nasdaq Stockholm's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Bayn Group have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Bayn Group may decline and investors could lose all or part of their investment; the shares in Bayn Group offer no guaranteed income and no capital protection; and an investment in the shares in Bayn Group is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Bayn Group.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Bayn Group and determining appropriate distribution channels.
This is a translation of the Swedish version of the press release. In case of discrepancies, the Swedish wording shall prevail.