Wyld Networks announces offering of units in connection with the intended listing on Nasdaq First North Growth Market and publishes prospectus

Wed, Jun 09, 2021 16:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The Board of Directors of Wyld Networks AB (“Wyld Networks” or the “Company”) today announces the intention to list the Company's shares and warrants on Nasdaq First North Growth Market (“Nasdaq First North”) in Stockholm. In connection with the listing, the Company will carry out a unit issue of approximately SEK 25 million before issue costs, where each unit consists of one (1) new share, one (1) warrant of series TO1 and one (1) warrant of series TO2 (the "Offering"). Due to the Offering, the Company has prepared a prospectus which has today been approved with and registered by the Swedish Financial Supervisory Authority.

Nasdaq Stockholm AB has granted conditional approval for admission to trading of the Company's shares and warrants on Nasdaq First North provided that the Company meets the conditions in Nasdaq First North's rulebook (including as to distribution requirements of the Company's shares and warrants) by no later than the first day of trading.

Wyld Networks in short

Wyld Networks develop and sells innovative wireless technology solutions that enables:

affordable terrestrial and satellite connectivity for Internet of Things (IoT) devices and sensors anywhere in the world – especially for the 85% of the world’s surface where there are no mobile networks; and
businesses to deploy wireless mesh networks with location-aware technology – that improves customer experience and creates new revenue opportunities – in areas where 4G/5G or Wi-Fi are congested or not available.

The Offering in brief

The Offering consists of a new issue of a maximum of 2,275,000 units, where each unit contains one (1) share, one (1) warrant of series TO1, and one (1) warrant of series TO2. The Company can raise approximately SEK 25 million before deduction of transaction costs (provided that the Offering is fully subscribed and excluding the issue proceeds that may be received upon full exercise of the warrants)
The subscription price in the Offering is SEK 11.00 per unit, corresponding to SEK 11.00 per share as the warrants are issued free of charge, corresponding to a total market value of the Company's shares of approximately SEK 66 million prior to the Offering.
The subscription period commences on 10 June 2021 and ends on 23 June 2021.
Subscription commitments corresponding to approximately 19.1 percent of the Offering have been received from members of the Board of Directors, individuals from the Management, and existing shareholders. Subscription commitments corresponding to approximately 60.9 percent of the Offering have been received from new external investors. Consequently, the Company has received subscription commitments of a total of approximately 80 percent of the Offering.
Major shareholders, members of the Board of Directors and Management, of which the total shareholding amounted to approximately 98 percent of the total shares and votes in the Company before the Offering, and approximately 77 percent of the shares and votes after the Offering, have entered into lock-up agreements during a period of 12 months.
One (1) warrant of series TO1 entitles of subscription of one (1) new share in the Company. The subscription price for one (1) share will correspond to 70 percent of the volume weighted average price during the period between 7 March 2022 and 18 March 2022. The subscription price can’t be lower than the quota value of the Company’s share or higher than SEK 13.75, meaning that the Company can raise a maximum of SEK 31.3 million through the warrants of series TO1.
One (1) warrant of series TO2 entitles of subscription of one (1) new share in the Company. The subscription price for one (1) share will correspond to 70 percent of the volume weighted average price during the period between 21 November 2022 and 2 December 2022. The subscription price can’t be lower than the quota value of the Company’s share or higher than SEK 16.50, meaning that the Company can raise a maximum of SEK 37.5 million through the warrants of series TO2.
The exercise period for the warrants of series TO1 commences on 22 March 2022 and ends on 4 April 2022. The exercise period for the warrants of series TO2 commences on 6 December 2022 and ends on 19 December 2022. Both warrant series are intended to be admitted to trading on Nasdaq First North.
The first day of trading in the Company’s shares is expected to be 2 July 2021 and the ticker for the Company's shares will be "WYLD".
The first day of trading in the Company’s warrants is expected to be 13 July 2021 and the ticker for the Company's warrants will be "WYLD TO1" and “WYLD TO2”.

Background to the Offering

Wyld Networks is a technology company positioned in an early stage of a burgeoning market. The market for Internet of Things (“IoT”) connectivity is expected to grow yearly by about 40 percent, and the Company believes the Offering is in line with Wyld Networks strategy to expand globally and establish their products as affordable and available. The expected listing will elevate the Company’s brand recognition, optimize the environment for future investment opportunities, provide the shareholders and counterparties with greater transparency, and provide liquidity for the existing shareholders.

The net proceeds of SEK 21.9 million is intended to mainly be used according to the following distribution:

Build commercial team with direct and reselling programs: 45 percent
Expansion of engineering teams to deliver roadmap: 38 percent
Establish North American and Asian operations: 17 percent

Preliminary timetable

Subscription period: 10 June - 23 June 2021.

Publication of outcome of the Offering: 28 June 2021.

Settlement day: 30 June 2021.

First day of trading: 2 July 2021.

Prospectus and application to subscribe for units

A prospectus (EU Growth Prospectus in accordance with Article 15 in the Regulation (EU) of the European Parliament and of the Council) 2017/1129, containing complete terms and conditions of the Offering is available on the Company's website, www.wyldnetworks.com, and will be available on Mangold Fondkommission AB's website, www.mangold.se. The prospectus will also be made available on the Swedish Financial Supervisory Authority´s website, www.fi.se.

Application to subscribe for units in the Offering must be made through;

Digital signing with Bank-ID on Mangold Fondkommission AB’s website, www.mangold.se.
An application form available on Wyld Networks website, www.wyldnetworks.com and on Mangold Fondkommission AB’s website, www.mangold.se.

Advisers

Mangold Fondkommission AB is financial advisor in connection with the Offering. Advokatfirman Schjødt is legal advisor to Wyld Networks.

For further information, please contact:

CEO of Wyld Networks, +44 7 824 997 689, Alastair.williamson@wyldnetworks.com.

Certified Advisor – Mangold Fondkommission AB, +46 8 503 015 50, ca@mangold.se

Certified Adviser

Mangold Fondkommission AB is acting as the Company’s Certified Adviser and can be reached on phone nr +46 8-5030 1550 and ca@mangold.se

About Wyld Networks AB

Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people.

Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB.

Important information

This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the Company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company’s operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the EU growth prospectus that include a more detailed description of factors that may affect the Company’s operations and the market in which the Company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.