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The Board of Directors in SpectrumOne AB decides on a free of payment rights issue of units and directed issue of units

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Today, on the April 21st, 2020, the Board of Directors in SpectrumOne AB (publ) (”SpectrumOne” or “the Company”) have, in accordance with what has been previously announced, resolved on a free of payment rights issue and directed issue of units, consisting of warrants in two series. The warrants which are issued free of payment through the rights issue and directed issue of units can provide gross proceeds of approximately SEK 97,9 million – 130,5 million at a strike price of SEK 1,50 – 2,00 per new share, assuming full exercise of all warrants in the issues. Since units in the rights issue and the directed issue are issued free of payment and only comprised of warrants, the Company will not receive any issue proceeds. The number of outstanding shares and the share capital will remain unchanged upon completing the issues. The subscription period is November 9-23rd , 2020 for warrants of series TO 2, February 19th - March 5th, 2021 for warrants of series TO 3. The purpose of the capitalization through the rights issue and directed issue of units which is to further strengthen the Company's financial position and make it possible to execute on the acquisition plan laying ahead as well as to compensate the existing shareholders for the dilution from the previous completed directed share issue. Lastly, the report date for the quarterly report for the second quarter of 2020 for is deferred to August 31st, 2020.

Today, on April 21st, 2020, the Board of Directors has made the resolution, with the authorization from the Extraordinary General Meeting held on the 16th of March, to proceed with the previously communicated plans for a free of payment rights issue of units and a directed issue of units.

At the Extraordinary General Meeting held on March 16th, 2020 the shareholders decided to authorize the Board of Directors in the capitalization process. As previously communicated, SpectrumOne will carry out a rights issue of units and a directed issue of units (comprising of warrants in two different series) free of payment. The directed issue of units to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S can provide gross proceeds of SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per new share, assuming full exercise of all warrants in the issue. The rights issue of units(warrants in two series and same series as in the directed issue of units), free of payment, to existing shareholders, can provide further gross proceeds of approximately SEK 67,9 million – 90,5 million at a strike price of SEK 1,50 – 2,00 per new share, assuming full exercise of all warrants in the issue. The issues combined can in total provide gross proceeds of approximately SEK 97,9 million – 130,5 million, assuming full exercise of all warrants.

Motive for the rights issue of units and the directed issue of units

The rights issue of units and the directed issue of units will put SpectrumOne in a positive phase of business development. By acquiring the remaining part of Cloud Explorers, as previously communicated, in combination with receiving the financial reinforcement needed to realize the development plans, the Company have been given the opportunity to lift the business to a new level. The proceeds from issued warrants, if exercised, will be used to enable the acquisition growth strategy in the coming period. In 2020 and 2021, SpectrumOne intends to continue to focus on potential new strategic acquisitions and to further develop SpectrumOne, in combination with financing an international expansion of the same through increased sales and marketing activities.

The resolved rights issue of units

  • The units in the rights issue are issued free of payment and the purpose of the rights issue is to issue warrants to mainly pay for the acquisition plan laying ahead and to compensate the existing shareholders for the dilution from the conducted directed issue of shares in February, 2020.
  • The rights issue consists of 22 630 620 units consisting of warrants in two (2) different series, in the aggregate of 45 261 240 warrants in total. The warrants issued in the rights issue is of the same series as issued in the directed issue of units.
  • The warrants issued through the rights issue can provide gross proceeds of approximately SEK 67,9 million – 90,5 million at a strike price of SEK 1,50 – 2,00 per new share, assuming full exercise of all warrants issued through the rights issue.
  • The Company’s shareholders will have preferential right to subscribe for units as of the record date for the rights issue.
  • The record date for receiving unit rights in the rights issue is July 3rd, 2020. The last day of trading in the SpectrumOne share including preferential right in the rights issue is July 1st, 2020. The first day of trading in the SpectrumOne share excluding preferential right in the rights issue is July 2nd, 2020.
  • The general public will not be given the right to subscribe in the rights issue. Subscription of units without unit rights can only be done by such subscribers who have also subscribed for units with support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not.
  • Since the units in the rights issue are issued free of payment, SpectrumOne will not receive any issue proceeds in connection with the execution of the rights issue of units.
  • The subscription period in the rights issue runs from and including July 8th, 2020 up to and including July 22nd, 2020.
  • Trading in unit rights will take place on Nasdaq First North Growth Market (“First North”) from and including July 8th, 2020 up to and including July 20th, 2020.
  • Trading in subscribed for units (Sw. Betald Tecknad Unit, BTU) will take place on First North from and 8th of July 2020 and continues until the rights issue is registered by the Swedish Companies Registration Office.
  • Once the warrants issued in the rights issue have been registered with the Swedish Companies Registration Office, issued BTU’s will automatically be converted into warrants in Euroclear Sweden's system.
  • Those who are registered shareholders in SpectrumOne in the share register maintained by Euroclear Sweden AB on the record day, July 3rd 2020, have preferential right to subscribe for units in proportion to the number of shares that the holders already own. For each SpectrumOne share held, one (1) unit right is received. Eight (8) unit rights entitle to subscription of one (1) new unit free of payment. Each unit consists of one (1) warrant of series TO 2, one (1) warrant of series TO 3.
  • If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the rights issue to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units. To the extent that allotment cannot be done pro rata, allotment shall be determined by drawing of lots.
  • Subscription of units by exercise of unit rights shall be made on a subscription form during the time period from and including July 8th, 2020 to and including July 22nd, 2020. The Board of Directors shall have the right to prolong the time period for subscription which, if applicable, will be announced by the Company in a press release not later than on July 22nd, 2020.

The resolved directed issue of units

  • The units in the directed issue are issued free of payment and the reasons for the deviation from the shareholders’ preferential right is to fulfill the obligations the company undertook towards Formue Nord Fokus A/S and Formue Nord Markedsneutral A/S in connection with financing earlier this year.
  • The directed issue of units consists of 10 000 000 units consisting of warrants in two different series, in the aggregate of 20 000 000 warrants. Each unit consist of two (2) warrants in two different series and in the aggregate of 10 000 000 warrants issued in each series. The warrants issued in the directed issue of units are of the same series as issued in the rights issue of units to the existing shareholders.
  • The directed issue of units is directed to Formue Nord Markedsneutral A/S (7 000 000 units) and Formue Nord Fokus A/S (3 000 000 units). Formue Nord is an asset management firm providing customized financing solutions for listed companies in the Nordics.
  • The warrants issued through the directed issue of units can provide gross proceeds of SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per new share, assuming full exercise of all warrants issued through the directed issue.

Terms of warrants of series TO 2 and TO 3 issued in the rights issue of units and directed issue of units

  • Each unit issued in the rights issue and directed issue will consist of two (2) warrants in two different series, TO 2 and TO 3. The warrants, and hence the units, are issued free of payment. The warrants issued in the directed issue of units will be of the same series as the warrants issued in the rights issue.
  • Each warrant, of series TO 2 and TO 3, will give the holder the right to subscribe for one (1) new share in SpectrumOne at a subscription price corresponding to 70% of the average volume-weighted share price according to First North’s official price statistics during the 10-day trading period ending two banking days before the exercise period for the respective warrant series begins. The Company will publish the subscription price at the latest the day before the first day of the exercise period. The subscription price shall not exceed SEK 2,00 per new share. The subscription price shall not be less than SEK 1,50 per new share. The subscription price shall be rounded off to the nearest integer (Sw. närmst heltal öre).
  • Each series of warrants may, upon full exercise, increase the number of shares with 32 630 620 new shares and the share capital with SEK 3 263 062 in the Company for each series of warrants respectively. The warrants will be subject to customary recalculation conditions.
  • The exercise periods are for warrants of series TO 2, November 9-23, 2020, and for warrants of series TO 3, February 19 to March 5, 2021.

Admittance to trading of the warrants issued in the rights issue and directed issue of units

The Company will apply for admission to trading of the warrants issued in the rights issue and directed issue on First North. The Company will announce the estimated first day for trading of warrants in a separate press release. The first day of trading is planned to take place at the beginning of September 2020.

Guarantee commitment signed with Jörns Bullmarknad in connection to the exercise of warrants of series TO 2

SpectrumOne has a guarantee commitment agreement of up to SEK 25 million with Jörns Bullmarknad AB, as communicated on April 17th, 2020. Previously SpectrumOne announced Jörns Bullmarknad AB’s guarantee commitment (top-down) of approximately SEK 25 million in connection with the exercise period for warrants of the TO 2 series. The aggregate investment, through exercised warrants of TO 2 received through the rights issue and guarantee commitment, may not exceed SEK 25 million. In addition to the guarantee commitment and in accordance to the agreement, Jörns Bullmarknad AB undertakes and commits to keep (not to sell or otherwise dispose of) and utilize all the warrants of series TO 2 received through the rights issue of units in the Company. The guarantee compensation, related to the guarantee commitment of up to SEK 25 million is 8 percent. Jörns Bullmarknad AB is a sister company to Vildmarksstugor Norrland AB, SpectrumOnes single largest shareholder.

Prospectus

A prospectus relating to the rights issue of units will be available on SpectrumOne’s and Sedermera´s webpages, www.spectrumone.com and www.sedermera.se respectively, before the start of the subscription period.

Deferred interim report

SpectrumOne will defer its reporting date for the Q2 report from August 20th to August 31st, 2020.

Financial and legal advisors

Sedermera Fondkommission is the financial advisor and issuing agent and Markets & Corporate Law Nordic AB is the legal advisor to SpectrumOne in connection with the issues.
 

For further information contact:
Fredric Forsman
Chairman of the Board

+46 73 978 78 44 
fredric@tspectrumone.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

 

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 visualisation coupled with powerful search, segmentation and mapping features. SpectrumOne allows data to be quickly enabled and operationalised, driving activities from customer communication to data science supporting business analysis, strategy and growth. All of which can be enabled literally 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 and Merkur Market in Oslo.

www.spectrumone.com

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