Trading in tbd30’s class a shares on Nasdaq Stockholm commences today
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
tbd30 AB (publ) ("tbd30" or the "Company") today announces the outcome of the offering of Class A shares to the general public in Sweden and to institutional investors in Sweden and internationally (the “Offering”) in connection with the Company’s listing on Nasdaq Stockholm. The interest for the Offering was large among institutional investors and the general public in Sweden. Through the outcome of the Offering, tbd30 is expected to receive SEK 800 million (excluding the overallotment option). Trading in tbd30’s Class A shares on Nasdaq Stockholm commences today 24 June 2021 with the ticker “tbd30”.
The Offering in brief
The price in the Offering was as previously communicated SEK 100 per Class A share.
The Offering comprised 8,000,000 newly issued Class A shares corresponding to proceeds of SEK 800 million.
To cover for any overallotment in connection with the Offering, the Company has issued an option to the Sole Global Coordinator to, on behalf of the Company, sell an additional 400,000 new Class A shares, corresponding to maximum 5 percent of the number of Class A shares in the Offering (the “Overallotment option”). The Overallotment option may be exercised, in full or in part, during a period of 30 days from the first day of trading in the Company’s Class A shares on Nasdaq Stockholm1.
Provided that the Overallotment option is utilized (and that no shares are repurchased), the Offering will comprise of 8,400,000 Class A shares, corresponding to SEK 840 million of gross proceeds.
Transaction costs related to the Offering is entirely funded by existing funds available in the Company which are separated from the proceeds from the Offering and the Overallotment option.
The proceeds from the Offering and the Class A shares not sold under (i.e., repurchased) the Overallotment option will in full be placed on a restricted account held with DNB Bank ASA, Filial Sverige (“DNB”). The Company, DNB and Nordic Trustee, have entered into an agreement where DNB, on behalf of the Company will provide the account with a disposal restriction. Nordic Trustee acts as an agent for the Class A shareholders regarding the disposal of funds on the restricted account. The agreement entails that tbd30 will not be able to dispose of the deposited funds unless the pre-conditions in the agreement are fulfilled.
Assuming that the Overallotment option is utilized (and that no shares are repurchased), the number of shares in the Company will increase with 8,400,000 Class A shares, from 2,000,000 existing Class B shares and 100,000 existing Class C shares to a total of 10,500,000 shares outstanding.
Anders Böös and Anders Lönnqvist (the ”Founders”)2 together with the additional board members have subscribed for Class A shares of an aggregate amount of SEK 75 million, corresponding to approximately 9.4 percent of the Class A shares in the Offering. The investments made results that the Founders, additional board members and management will own 28.2 percent of the shares and votes in the Company after the Offering excluding the Overallotment option and 27.1 percent of the shares and votes in the Company after the Offering including shares sold through the Overallotment option.
Trading in tbd30’s Class A shares on Nasdaq Stockholm commenced the 24 June 2021, where the Class A shares will be traded with the symbol “tbd30” with ISIN SE0016075246. Settlement date for the Offering is expected to be 29 June 2021.
Class A-shares acquired in the Offering and through the Overallotment option has a pre-determined right to receive one (1) non-chargeable warrant of series 2021:2 (“Investor Warrant 1”) based on the respective shareholders holding on a record date which is expected to be on 29 July 2021. This entails that the last day of trading in Class A shares with a right to receive Investor Warrant 1 is 27 July 2021 and the first day of trading in Class A shares without the right to receive Investor Warrants 1 is 28 July 2021. The Investor Warrant 1 is expected to be admitted to trading on Nasdaq Stockholm on or around 2 August 2021 and traded with ISIN SE0016075287. Four (4) Investor Warrants 1 entitles to subscribe for one (1) new Class A share at a subscription price of SEK 115 per Class A share.
Ingrid Bonde, chairman of the board of tbd30, comments:
We are very pleased with the support and trust that has been shown for tbd30. It is with great commitment that we can now look ahead and begin to focus on tbd30's main purpose and strategy, to find and acquire an attractive Nordic company in the business services segment. The Board and management will work hard to make all our new and future shareholders happy and together create long-term shareholder value.”
In connection with the Offering, Carnegie Investment Bank AB (publ) will act as stabilisation manager (“Stabilisation Manager”) and may, to the extent permitted in accordance with Swedish law, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter.
The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance That stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.
The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.
Carnegie Investment Bank AB (publ) is Sole Global Coordinator and Joint Bookrunner. DNB Markets is Joint Bookrunner. Baker McKenzie is legal advisor to the Company. Wigge & Partners Advokat KB is legal advisor to the Joint Bookrunners.
For more information, please contact:
Caesar Gezelius, Head of Investor Relations
+46 708 333 136
The information in this press release has been published by the contact person listed above, at a time indicated by tbd30 AB's (publ) news distributor Cision in connection with the publishing of this press release.
tbd30 is a SPAC founded at the initiative of Anders Böös and Anders Lönnqvist. The purpose of the Company is to carry out a Business Combination with a company with operations in business services. This is a sector which the founders consider having interesting and good prospects and, in certain cases, a potential to engage in substantial change and development work. A relatively large proportion of companies in this sector are outside the public and listed environment, despite their having achieved sufficient maturity and the opportunity to benefit from being listed.
tbd30 has a goal-oriented and competent Board of Directors and management focusing on realising the Company’s goal and strategy – to identify, evaluate and acquire target companies which create added value for tbd30’s investors and shareholders. Together, they have a long and sound experience of corporate management and governance, business combinations and mergers, change-related processes, the capital market and the business sector as a whole.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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 tbd30 in any jurisdiction, neither from tbd30 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 absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. 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, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland 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.
This press release 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. A prospectus has been prepared in connection with the Offering. The prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with regard to the Prospectus Regulation. The prospectus is available on e.g. the Company’s website.
In any Member State of the European Economic Area (the “EEA”) other than Sweden, this press release 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 press release 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 United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 (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 to acquire or subscribe for shares in connection with the Offering 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 the Joint Bookrunners. The Joint Bookrunners are acting for the Company in connection with the Offering 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.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Offering. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
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 and the Group 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 and 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 regulatory framework 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 offered shares 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 "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in tbd30 may decline and investors could lose all or part of their investment; the shares in tbd30 offer no guaranteed income and no capital protection; and an investment in the shares in tbd30 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 Offering.
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 UK MiFIR; 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 tbd30.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in tbd30 and determining appropriate distribution channels.
1 Class A shares acquired by the Sole Global Coordinator as part of stabilization measures will be transferred to the Company free of charge after the end of the stabilization period. The Company’s Board of Directors intends to propose to the next annual general meeting on 17 September 2021 that such shares shall be redeemed by the Company.
2 Through AGB Kronolund AB and Servisen Investment Management AB, respectively.