SpectrumOne acquires 28% of the shares in Eniro and becomes largest shareholder, receives bridge loans of SEK 55 million and intends to carry out a rights issue of up to SEK 160 million
SpectrumOne AB (publ) (“SpectrumOne” or the “Company”) has today acquired 188,862,265 preference shares of series A in Eniro AB (publ) (the “Eniro Shares”) for a purchase price of in aggregate approximately SEK 168 million. After closing of the acquisition, which is expected to take place at the latest on January 11, 2021, SpectrumOne will become the largest shareholder of Eniro with approximately 28 percent of the outstanding shares and votes in Eniro. The purchase price for the Eniro Shares will be paid partly in cash (approximately SEK 61 million) and partly by issuing of promissory notes (appr. SEK 107 million) to the sellers. The cash purchase price will be financed through bridge loans amounting to SEK 55 million and with existing cash funds.
In order to finance the repayment of the promissory notes and the bridge loans, the Board of Directors of SpectrumOne intends to resolve on a new issue of shares with preferential rights for the Company’s shareholders (the “Rights Issue”) of up to approximately SEK 160 million and with a subscription price of SEK 3.00 per new share. The Rights Issue is currently secured through a combination of subscription undertakings and guarantee commitments amounting to in aggregate approximately SEK 151 million, corresponding to approximately 95 percent of the intended Rights Issue. The Board of Directors resolution regarding the Rights Issue will be made pursuant to the authorization from the Extraordinary General Meeting of SpectrumOne held on November 4, 2020.
Hosni Teque-Omeirat, CEO of SpectrumOne, commented on the acquisition:
”Having the opportunity and the mandate to make the deal of the decade for SpectrumOne is nothing less than a great honor and a huge privilege for me, my board and the management team. Eniro has one of the largest Small Medium Enterprises client portfolios in the Nordics. As of today, Eniro has 60,000 clients within this segment. The potential accessible market however is astonishing 1,200,000 customers. Also, every week over 4,000,000 unique visitors around the Nordic visits Eniro’s website.
Having said that, it’s a fact that Eniro is a leading actor within information and online traffic. At SpectrumOne, on the other hand, we have a leading analytics software and are experts in standardization, automation and simplicity. This will be a win-win such as described in the textbooks. Information is the resource of the future and combined with our software I am convinced the two companies will be a perfect match second to none in the industry.
I am very much looking forward having Eniro close by and joyfully working together to make sure their coming years will be successful.”
The acquisition of the Eniro Shares
SpectrumOne has entered into agreements for the acquisition of in aggregate 188,862,265 preference shares of series A (ISIN: SE0014957320) in Eniro AB (publ) from Theodor Jansson (75,000,000 shares), MGA Placeringar AB (42,121,034 shares), Hajskäret Invest AB (28,399,897 shares), Martin Bjäringer (25,000,000 shares), Thomas Krishan (13,516,525 shares) and Patrik Enblad (4,824,809 shares), for a total purchase price of SEK 168,087,416. The purchase price per share amounts to SEK 0.89. The purchase price will be settled in cash with a total amount of SEK 60,705,451 and by issuing promissory notes to the sellers in a total amount of SEK 107,381,965. The promissory notes are interest free and shall be repaid on April 23, 2021, at the latest. SpectrumOne will pledge certain of the Eniro Shares as security for the due fulfilment of SpectrumOne’s obligations under the promissory notes. Closing and settlement of the acquisition is expected to take place at the latest on January 11, 2021. After closing of the acquisition, SpectrumOne becomes the largest shareholder of Eniro with approximately 28 percent of the outstanding shares and votes in Eniro. SpectrumOne does not intend to initiate any changes in the composition of the Board in Eniro before the Annual General Meeting or before settling outstanding promissory notes.
The bridge loan
For the purpose of financing the main part of the cash purchase price for the Eniro Shares, SpectrumOne has entered into bridge loan agreements with Formue Nord Markedsneutral A/S and Trention AB, respectively. The bridge loans amount to in aggregate SEK 55 million and SpectrumOne will be provided with the loan funds by the end of December 2020. The bridge loans carry interest on market terms and shall be repaid on the earlier of 30 April 2021 and 10 business days after completion of the Rights Issue.
The Rights Issue and subscription undertakings and guarantees
In order to finance the repayment of the promissory notes and the bridge loans, the Board of Directors of SpectrumOne intends to resolve on a new issue of shares with preferential rights for the Company’s shareholders (the “Rights Issue”) of up to approximately SEK 160 million before issue costs and with a subscription price of SEK 3.00 per new share. The final amount to be raised in the Rights Issue may be adjusted depending on the outcome of the upcoming exercise of the Company’s outstanding TO3 warrants. The Board of Directors resolution regarding the Rights Issue will be made pursuant to the authorization from the Extraordinary General Meeting of SpectrumOne held on November 4, 2020. The complete and final terms of the Rights Issue will be determined and announced in connection with the Board of Directors’ formal resolution on the Rights Issue.
The Rights Issue is currently secured through a combination of subscription undertakings and guarantee commitments amounting to in aggregate approximately SEK 151 million, corresponding to approximately 95 percent of the intended Rights Issue. The largest shareholder of SpectrumOne, Vildmarksstugor i Norrland AB, has undertaken to subscribe for its pro-rata share in the Rights Issue by virtue of allotted subscription rights, currently corresponding to approximately SEK 16 million of the intended Rights Issue. In addition, Vildmarksstugor i Norrland AB has provided a guarantee commitment to subscribe for shares not subscribed by other investors in the Rights Issue of up to approximately SEK 24 million. Furthermore, certain other existing shareholders and external guarantors have provided guarantee commitments to subscribe for shares not subscribed by other investors in the Rights Issue of up to in aggregate approximately SEK 111 million. The guarantee commitments are subject to customary conditions and the guarantors receive market compensation for their guarantee commitments. It is the intention of the Board to have the Rights Issue fully guaranteed before the formal resolution is made.
Set out below is a preliminary timetable for the Rights Issue.
March 19, 2021 Formal resolution and announcement of the complete and final terms
March 26, 2021 Record date for the right to participate with preferential rights (allotment of subscription rights)
March 29, 2021 Publication of the prospectus
March 31 – April 12, 2021 Trading in subscription rights
March 31 – April 14, 2021 Subscription period
April 19, 2021 Announcement of outcome
Advisers
Hannes Snellman Attorneys is legal adviser to SpectrumOne in connection with the acquisition of the Eniro Shares and the Rights Issue. Aktieinvest Fondkommission will act as an issuing agent for the Rights Issue.
For further information contact:
Hosni Teque-Omeirat
CEO
+46 70 225 18 77
hosni@spectrumone.com
Certified Adviser:
Mangold Fondkommission AB (556585-1267)
Box 55 691 102 15 Stockholm
Telefon: +46 8 503 015 50
ca@mangold.se
www.mangold.se
SpectrumOne AB (publ) is obligated to publish this information under the EU Market Abuse Regulation. The information was provided by the above contact person's auspices, for publication on December 29, 2020 at 11.00 p.m. CET.
About SpectrumOne AB
SpectrumOne is a leading technology company delivering an advanced Data Management, Analytics & Communications platform suite. Offered in a SaaS online service shipping with rich market data from various professional providers, SpectrumOne provides a unique solution to many leading actors across industry segments in various countries. Enabling clients with fast and easy access to data insight and visualization coupled with powerful search, segmentation, and mapping features. SpectrumOne allows data to be quickly enabled and operationalized, driving activities from customer communication to data science supporting business analysis, strategy, and growth. All of which can be enabled the same day with immediate results. SpectrumOne´s headquarter is based in Stockholm, Sweden, responsible for Nordic sales and strategy, with additional sales and business development located in Oslo, Norway. SpectrumOne is listed on Nasdaq First North Growth Market in Stockholm. www.spectrumone.com