Anoto’s Board of Directors has set the terms for the rights issue
25-04-16 kl. 25/4 2016 06:00 | Anoto Group 0,43 (+4,88%)
Lund, April 25, 2016 – The Board of Directors of Anoto Group AB (publ) (“Anoto”
or the “Company”) has determined the terms and the subscription price for the
rights issue that the Board of Directors resolved on March 23, 2016, subject to
approval by the Extraordinary General Meeting.
Summary
-- Shareholders in Anoto as of the record date on May 2, 2016 have
preferential rights to subscribe for one (1) new share for every one (1)
share held
-- The subscription price is SEK 0.15 per share, which represents a total
rights issue proceeds of not more than approximately SEK 160 million
-- The subscription period runs from and including May 4, 2016, up to and
including May 19, 2016
-- The rights issue is fully underwritten by a combination of larger
shareholders in Anoto and external investors
-- The rights issue is subject to approval by the Extraordinary General
Meeting, which will be held on April 27, 2016
The rights issue
Those who on the record date of May 2, 2016 are registered as shareholders in
Anoto have preferential subscription rights to subscribe for one (1) new share
for every (1) existing share held. Each (1) share in Anoto entitles the holder
to one (1) subscription right and one (1) subscription right entitles to
subscription of one (1) new share. The subscription price has been set to SEK
0.15 per share, which assumes a fully subscribed rights issue corresponding to
total proceeds of SEK 160 million before transaction costs. Up to 1,066,193,826
new shares will be issued, which at a full subscription represents a share
capital increase of SEK 21,323,876.52 to a total of SEK 42,647,753.04.
The rights issue is subject to approval by the Extraordinary General Meeting,
which will be held at 09:00 CET on April 27, 2016 at the Company’s office on
Mobilvägen 10 in Lund. The notice to the Extraordinary General Meeting was
given March 30, 2016, was made public through a press release on March 24, 2016
and is available on the Company’s website (www.anoto.com).
Subscription undertakings and underwriting commitments
The largest shareholder, Solid, representing 3.9 percent of the outstanding
shares in the Company, has agreed to vote in favour of the share issue at the
upcoming Extraordinary General Meeting. The Company’s CEO, Joonhee Won, have
entered into an agreement to subscribe for the pro rate share of Solid in the
rights issue, corresponding to approximately 3.9 percent of the rights issue.
Also, Jörgen Durban, the Chairman of the Board of Anoto, and Henric Ankarcrona,
a member of the Board of Anoto, have undertaken to subscribe for their pro rata
shares in the rights issue, corresponding to approximately 0.3 percent and 0.1
percent of the rights issue, respectively. In total, existing shareholders have
undertaken to subscribe for shares corresponding to 4.2 percent of the rights
issue.
An underwriting consortium, including Carnegie, Henric Ankarcrona and a number
of institutional and private investors, has undertaken to underwrite the
remaining amount, making the rights issue fully underwritten.
Prospectus
Full information regarding the rights issue will be included in a prospectus
which will be completed and expected to be published on May 2, 2016.
Preliminary timetable for the rights issue
April Extraordinary General Meeting of shareholders to approve the rights
27, issue resolved by the Board of Directors
2016
May 2, Estimated date of publication of the prospectus
2016
May 2, Record date for participation in the rights issue, i.e. shareholders
2016 registered in the share register of Anoto as of this date will receive
subscription rights for participation in the rights issue
May Trading in subscription rights
4-May
17,
2016
May Subscription period
4-May
19,
2016
May 24, Announcement of preliminary outcome
2016
Financial and legal advisors
Carnegie is acting as financial advisor and Setterwalls is acting as legal
advisor to Anoto. Baker & McKenzie is acting as legal advisor to Carnegie.
For further information, please contact:
Jörgen Durban, Chairman of the Board of Directors
Joonhee Won, CEO
For more information about Anoto, please visit www.anoto.comor email
[email protected]
Anoto Group AB (publ)
Reg.No. 556532-3929, Mobilvägen 10, SE- 223 62 Lund
Tel. +46 46 540 12 00
The information above has been made public in accordance with the Securities
Market Act and/or the Financial Instruments Trading Act. The information was
published at 08:00 am (CET) on April 25, 2016.
Important information
The information in this press release does not constitute an offer to acquire,
subscribe for or otherwise trade in shares, subscription rights or other
securities in Anoto. Any invitation to the persons concerned to subscribe for
shares in Anoto will only be made through the prospectus that Anoto estimates
to publish on or around 2 May 2016.
This press release may not be released, published or distributed, directly or
indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or any other jurisdiction where such action is wholly
or partially subject to legal restrictions or where such action would require
additional prospectuses, registrations or other actions in addition to what
follows from Swedish law. Nor may the information in this press release be
forwarded, reproduced or disclosed in a manner that contravenes such
restrictions or would entail such requirements. Failure to comply with this
instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be
registered under the U.S. Securities Act of 1933, as amended, (“Securities
Act”), or securities legislation in any state or other jurisdiction in the
United States and may not be offered or sold, directly or indirectly, in or
into the United States, except pursuant to an available exemption from the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United States.
This press release may contain forward-looking statements which reflect Anoto’s
current view on future events and financial and operational development. The
words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or similar
expressions regarding indications or prognoses of future developments or trends
and which are not statements based on historical facts constitute
forward-looking information. Although Anoto believes that these statements are
based on reasonable assumptions and expectations, Anoto cannot give any
assurances that such statements will materialize. Forward-looking statements
are in its nature involved with both known and unknown risks and uncertainties,
since it is depending on future events and circumstances. Forward-looking
statements do not constitute any representations and warranties and the outcome
could differ materially from the information set out in the forward-looking
statements.
About Anoto
Anoto is a global leader in digital writing and drawing solutions. Its
technology enables high-precision pen input on nearly any surface. Anoto is
present around the world through a global network of strategic licensing
partners that deliver user-friendly writing and drawing solutions for effective
collection, transfer and storage of data. Anoto is traded on the Small Cap list
of Nasdaq Stockholm under ANOT.
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