Tradedoubler announces final outcome in the company’s oversubscribed rights issue

The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where the publication or distribution of this press release may be unlawful. Please see the important notice at the end of this announcement.

The subscription period in the rights issue of Tradedoubler AB (publ) (”Tradedoubler”)  ended 26 September 2024. The final outcome corresponds to the preliminary outcome that was announced through a press release on 26 September 2024. The final outcome shows that 13,134,465 new ordinary shares, corresponding to approximately 85.8 percent of the rights issue, were subscribed with the support of subscription rights. In addition, subscription notifications have been received for 4,291,049 new ordinary shares, corresponding to approximately 28.0 percent of the rights issue, without the support of subscription rights. Thus, the rights issue is oversubscribed by approximately 13.8 percent. 2,174,684 new ordinary shares will be allotted to those who have subscribed for shares without exercise of subscription rights according to the principles outlined in the prospectus.

Tradedoubler obtains through the rights issue in total approximately SEK 50.5 million, whereof approximately SEK 20.5 million in liquid funds, before deduction for issue costs.

In accordance with previous communication, Reworld Media S.A. ("Reworld") has announced its intention to pay for all subscribed shares through set-off of part of Reworld's outstanding claims against Tradedoubler. The board has decided that Reworld can pay for the 9,090,909 ordinary shares Reworld subscribed for, with and without the support of subscription rights, through set-off, meaning that the Company's indebtedness is reduced by approximately SEK 30 million through the rights issue. Therefore, the Company will through the rights issue receive a total of approximately SEK 20.5 million in liquid funds, before deduction for issue costs.

Through the rights issue, Tradedoubler's share capital increases by SEK 6,123,659.6, from SEK 18,370,979.6 to SEK 24,494,639.2. The total number of shares increases by 15,309,149 ordinary shares, from 45,927,449 ordinary shares to 61,236,598 ordinary shares.

The last day for trading in paid subscribed shares (BTA) is estimated to be around 11 October 2024. The first day for trading in the new shares on Nasdaq Stockholm is expected to be around 18 October 2024.

Legal advisor and issuer agent

KANTER Attorneys is legal advisor to Tradedoubler in connection with the rights issue and Aqurat Fondkommission is issuer agent.

For further information, please contact:

Matthias Stadelmeyer, CEO Tradedoubler
Phone: +46 8 405 08 00
Email: ir@tradedoubler.com

The information was submitted for publication, through the agency of the contact person set out above, at 13:45 CEST on 1 October 2024.

About Tradedoubler

Tradedoubler is an international leader in digital marketing and technology.  Combining over 20 years of digital marketing expertise, a global presence and a market-leading technology platform, Tradedoubler offers customised performance-based solutions for advertisers and publishers. Founded in Sweden in 1999, Tradedoubler was a pioneer in affiliate marketing in Europe and has since developed its offering to include data-driven insights and purchase journey tracking through its proprietary BI tool. The share is listed on Nasdaq OMX Stockholm. More information is available at www.tradedoubler.com 

Important information

This press release does not contain and does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights, BTAs, convertibles or other securities in Tradedoubler. The offer to relevant persons regarding the subscription of shares in Tradedoubler will only be made through the prospectus, available in Swedish only, which Tradedoubler made public on 9 September 2024.

The information in this press release may not be disclosed, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa or the United States or any other jurisdiction where distribution or publication would be illegal or require registration or other measures than those that follow from Swedish law. Actions that violate these restrictions may constitute a violation of applicable securities laws.

No shares, warrants, BTAs, convertibles or other securities have been registered, and no shares, warrants, BTAs, convertibles or other securities will be registered under the United States Securities Act of 1933 as currently amended (“Securities Act”) or the securities legislation of any state or other jurisdiction of the United States and no shares, warrants, BTAs, convertibles or other securities may be offered, sold, or otherwise transferred, directly or indirectly, within or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

In all EEA Member States ("EEA"), other than Sweden, Denmark, Finland and Norway, this press release is intended for and is directed only to qualified investors in the relevant Member State as defined in the Regulation (EU) 2017/1129 (together with associated delegated regulations and implementing regulations, the “Prospectus Regulation”), i.e. only to those investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this press release is directed and communicated only to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (as incorporated into domestic law in the United Kingdom) who are (i) persons who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (“the Regulation”), or (ii) persons covered by Article 49(2)(a) - (d) in the Regulation, or (iii) persons to whom the information may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as “Relevant Persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be processed in respect of Relevant Persons. Persons who are not Relevant Persons should not act based on or rely on the information contained in this press release.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

Forward-looking statements

Matters discussed in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will", “may”, “continues”, “should” and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although Tradedoubler believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, contingencies and other material factors that are difficult or impossible to predict and beyond its control. Such risks, uncertainties, contingencies and material factors could cause actual results to differ materially from those expressed or implied in this communication through the forward-looking statements. The information, perceptions and forward-looking statements contained in press release speak only as at its date, and are subject to change without notice. Tradedoubler undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or other circumstances, except for when it is required by law or other regulations. Accordingly, investors are cautioned not to place undue reliance on any of these forward-looking statements.

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 Tradedoubler 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 Tradedoubler may decline and investors could lose all or part of their investment; the shares in Tradedoubler offer no guaranteed income and no capital protection; and an investment in the shares in Tradedoubler 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 Rights Issue.

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 Tradedoubler.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Tradedoubler and determining appropriate distribution channels.