Zutec Holding AB (publ) publishes prospectus due to forthcoming Rights Issue and New Issue of Shares to the public
The Board of Zutec Holding AB (“Zutec” or “the Company”) has, due to the rights issue of approximately SEK 40.4 million (the “Rights Issue”) and the directed issue to the public of Sweden and Ireland of approximately SEK 2 million (the “Directed Issue”), resolved by the extraordinary general meeting on 22 May 2020, prepared a prospectus (the “Prospectus”). The Prospectus has today been approved by and registered with the Swedish Financial Supervisory Authority.
Publication of the Prospectus
The Prospectus has been prepared due to the Rights Issue and the Directed Issue (together the “Offer”) and has today, 28 May 2020, been approved by and registered with the Swedish Financial Supervisory Authority. The Prospectus, containing full terms and conditions for the Offer, and application forms are available on the Company’s website (http://www.zutec.com). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (http://www.fi.se).
Main terms and conditions of the Rights Issue
The extraordinary general meeting resolved on 22 May 2020 that the Rights Issue shall be performed on the following main terms and conditions:
- The record date for participation in the rights issue shall be 28 May 2020.
- The right to subscribe for new shares shall belong to those persons who are registered as shareholders in the Company on the record date for the new share issue, whereby the holding of one (1) share entitles to five (5) subscription rights. One (1) subscription right entitles to subscription of one (1) share.
- Subscription of the newly issued shares to a subscription price of SEK 1.14 per share shall take place during the period from 1 June until and including 15 June 2020. The Board has the right to extend the subscription period.
- In the event that all shares are not subscribed for with the support of subscription rights, the Board shall, within the maximum amount of the rights issue, resolve on the allocation of shares subscribed without the support of subscription rights, whereby such shares shall primarily be allocated to those who also subscribe for shares with support of subscription rights, whether they were shareholders on the record date or not, pro rata in relation to the number subscribed. Any remaining shares shall be allocated to those who have guaranteed the rights issue in accordance with the terms and conditions set forth in their respective guarantee commitments, whereby the allocation shall primarily be made pro rata in relation to the guarantee commitments. To the extent that allotment according to the above, cannot be pro-rata, allotment shall be made by lottery.
- Payment of the shares shall be made in cash. Payment of shares subscribed for with pre-emption right shall take place at the same time as the subscription is made during the period from 1 June until and including 15 June 2020. Payment of shares subscribed for without pre-emption right shall be made no later than three (3) banking days following the day the notice of allotment was sent to the subscriber. The Board has the right to extend the payment period.
- The Rights Issue will increase the share capital with a maximum of SEK 7,083,334 and the number of shares with a maximum of 35,416,670 shares.
- The new shares shall be entitled to dividend for the first time on the record date for the dividend that occurs after the share issue has been registered with the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.
Main terms and conditions of the Directed Issue
The extraordinary general meeting resolved on 22 May 2020 that the Directed Issue shall be performed on the following main terms and conditions:
- The right to subscribe for shares in the issue shall, with deviation from the shareholders’ pre-emption right be directed to the general public in Sweden and Ireland.
- The subscription price shall be SEK 1.14 per share, which is equal to a discount of 15 per cent of the average volume-weighted share price as quoted on Nasdaq First North Growth Market during the period ten (10) trading days calculated from 6 April to 21 April 2020.
- Subscription of the newly issued shares shall take place during the period from 1 June 2020 until and including 15 June 2020. The Board of Directors has the right to extend the subscription period.
- Subscription may be made of a minimum of 5,000 shares, which corresponds to a minimum investment of SEK 5,700 per subscriber.
- The number of shares in the Company increases by maximum 1,754,385 shares and the company’s share capital increases by maximum SEK 350,877 through the issue.
- The new shares shall be entitled to dividend for the first time on the record date for dividends that occur after the shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.
For further information about the Offer, please refer to the Prospectus.
|26 May 2020
|Last trading day in Zutec’s shares including the right to receive subscription rights
|27 May 2020
|Last trading day in Zutec’s shares excluding the right to receive subscription rights
|28 May 2020
|Record date for obtaining subscription rights
|1 June – 15 June 2020
|Subscription period for the Offer
|1 June – 11 June 2020
|Trade in subscription rights on Nasdaq First North Growth Market
|17 June 2020
|Expected date for announcement of the outcome in the Offer
Eversheds Sutherland Advokatbyrå AB is acting as legal advisor in connection to the Offer. Avanza Bank AB is acting as issuing agent in connection to the Offer.
Important information of LEI and NID
As a result of MiFID II/MIFIR, all legal and natural persons need a Legal Entity Identifier (LEI) number and NID (National ID) number, respectively, to carry out securities transactions after January 3, 2018. A LEI number is a global identification code for legal persons and NID is a global identification code for natural persons. Investors who wish to apply for subscription of shares without preferential right must obtain a LEI for legal persons and natural persons must find out their NID code. Avanza Bank AB has the right to disregard subscription applications, without any liability towards the applicant, if a LEI or NID (as applicable) has not been provided in the subscription application.
For more information, please contact:
Gustave Geisendorf, CEO
firstname.lastname@example.org, +353 1 201 3565
Zutec is a niche provider of cloud-based software solutions for the construction industry.
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Zutec. No action has been taken and measures will not be taken to allow an offer to the public in any jurisdiction other than Sweden and Ireland. The invitation to interested persons to subscribe for shares in Zutec will only be made through the Prospectus.
Neither subscription rights, paid subscribed shares (“BTA”) nor newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTAs or newly issued shares have been registered or will be registered under the United States Securities Act of 1933 in its current wording, or under any other applicable law in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or in any other country where the Rights Issue or Private Placement or distribution of the press release is contrary to applicable laws or regulations or requires that further prospectuses be prepared, registered or that any other measure is taken in addition to what is required by Swedish law. Accordingly, the press release, as well as the prospectus, application form and other documents attributable to the Rights Issue and Private Placement, may not be distributed to or within any such jurisdiction.
Within the European Economic Area (“EEA”), no public offering of Securities is made in other countries than Sweden and Ireland. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
Not for publication, distribution or announcement, directly or indirectly, in or into the USA (including the District of Columbia) (the “USA”), Australia, Japan, New Zealand, Singapore, Hong Kong, Canada or any other jurisdiction in which publication, distribution or announcement of this press release is unlawful or is subject to legal restrictions other than those required by Swedish law. Additional restrictions apply, please see the important information in the end of this press release.