Extraordinary General Meeting of FRISQ Holding AB (“FRISQ” or the “Company”) approved on 30 January 2020 the Board of Directors resolution to conduct a new share issue of a maximum 7,175,460 shares at a subscription price of SEK 9.00 per share, with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The proceeds from the Rights Issue may bring proceeds to the Company at a maximum of approximately SEK 64.6 million, before deduction of costs related to the Rights Issue. In addition, the Board of Directors has provided an oversubscription option which provides the possibility to issue a maximum of an additional 1,111,111 shares, corresponding to a maximum of approximately SEK 10 million, resulting in a total issue of approximately SEK 74.6 million. The Board of Directors of FRISQ has prepared a prospectus in connection with the Rights Issue which today has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company’s web page.
Publication of the prospectus
For full information regarding the Rights Issue, refer to the prospectus prepared by the Company which today has been approved and registered by the Swedish Financial Supervisory Authority. The prospectus is available on the Company’s website (www.frisqholding.se) and will also be available on the Swedish Financial Supervisory Authority’s website (https://fi.se/sv/vara-register/prospektregistret/) within a few days.
Application forms will be available on the Company’s website.
Time table for the Rights Issue
|The subscription period for the Rights Issue||4 – 18 February 2020|
|Trading in subscription rights||4 – 14 February 2020|
|Trading in BTA||4 February 2020 – Week 10|
|Outcome of the Rights Issue announced||On or about 21 February 2020|
The information in this press release has been published through the agency of the contact persons below at the time and date stamped by Cision, the news distributor of FRISQ Holding AB (publ), in conjunction with the publication of this press release. The persons below can also be contacted for further information.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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 FRISQ in any jurisdiction, neither from FRISQ nor from someone else.
An investment decision in the Rights Issue should only be made based on all publicly available information regarding the Company. The information in this press release is solely published for the serve as background information and does not claim to be complete. Thus, an investor should not rely solely on the information contained in this press release or its accuracy or completeness.
This announcement 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, corresponding to an EU Growth Prospectus regarding the Rights Issue has been prepared by the Company and published on the Company’s web page. The prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority. The Financial Supervisory Authority approves the Prospectus only to the extent that it meets the requirements for completeness, comprehensibility and consistency set out in the Prospectus Regulation. The approval should not be considered as any kind of support for FRISQ or support the quality of the securities referred to in the Prospectus and does not mean that the Swedish Financial Supervisory Authority guarantees that the information in the Prospectus is correct or complete. Each investor is asked to make his or her own assessment of whether it is appropriate to invest in the Rights Issue.
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 Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States 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.
In the United Kingdom, this document 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” 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 contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the Group’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 materialise 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 First North Growth Market rule book 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 shares in FRISQ 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 FRISQ may decline and investors could lose all or part of their investment; the shares in FRISQ offer no guaranteed income and no capital protection; and an investment in the shares in FRISQ 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 FRISQ.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in FRISQ and determining appropriate distribution channels.