INSIDE INFORMATION: FRISQ Holding AB (publ) (“FRISQ” or the “Company”) announces the outcome of fully guaranteed rights issue of 7,175,460 shares with preferential rights for the Company’s existing shareholders as resolved by the board of directors on 13 January 2020 and as approved by the extra general meeting on 30 January 2020 (the “Rights Issue”). The Rights Issue was oversubscribed and the outcome shows that 6,604,467 shares, corresponding to approximately 92.04 percent of the Rights Issue, was subscribed using subscription rights. The remaining 570,993 shares, corresponding to approximately 7.96 percent of the Rights Issue, have been allocated to those who have subscribed for shares without use of subscription rights. The guarantee commitment provided to the Company in the Rights Issue has not been utilized. The Company’s board of directors has in addition resolved to utilize the Oversubscription option which made it possible to additionally issue a maximum of 1,111,111 shares corresponding to approximately SEK 10 million (the “Oversubscription Option”). The Rights Issue and the Oversubscription Option thus provides the Company with a total of approximately SEK 74.6 million before deductions of costs related to the Rights Issue.
The outcome of the Rights Issue
The Rights Issue comprised a guarantee commitment of approximately SEK 36.1 million, subscription undertakings of approximately SEK 18.9 million and letters of intent to subscribe for shares from Swedbank Robur Fonder and Handelsbanken Fonder of approximately SEK 9.6 million, meaning that the Rights Issue was fully guaranteed.
The outcome shows that 6,604,467 shares, corresponding to approximately 92.04 percent of the Rights Issue, was subscribed using subscription rights. The remaining 570,993 shares, corresponding to approximately 7.96 percent of the Rights Issue, have been allotted to those who have subscribed for shares without support of subscription rights. The guarantee commitment provided to the Company in the Rights Issue has not been utilized. The guarantor in the Rights Issue has, in accordance with the agreement governing the terms of the guarantee, chosen to receive consideration for the guarantee commitment in cash. The cash consideration to the guarantor amounts to ten percent of the guaranteed amount, corresponding to approximately SEK 3.6 million.
The board of directors has, in accordance with adopted principles for allotment, allotted all 7,175,460 offered shares in the Rights Issue. The Rights Issue will provide the Company with proceeds amounting to approximately SEK 64.4 million before deduction of costs related to the Rights Issue.
The Company’s board of directors has in addition resolved to utilize the Oversubscription Option which made it possible to issue a further maximum of 1,111,111 shares, corresponding to approximately SEK 10 million. All shares to be issued under the Oversubscription Option have been subscribed for. Through the Rights Issue and the Oversubscription Option, a total of 8,286,571 shares will be issued, which will provide the Company with proceeds amounting to approximately SEK 74.6 million before deduction of costs related to the Rights Issue.
Comment from the CEO
“We are extremely happy with the support and the confidence shown for FRISQ during the subscription period. We see the oversubscribed rights issue as a confirmation that the market understands and appreciates the great value FRISQ can provide to the health care industry. We are now looking forward to further develop the scalability of the product and to increase the resources for participating in bigger and more profitable deals“, says Martin Irding, CEO.
The Rights Issue in brief
On 30 January 2020 the extra general meeting resolved to approve the board of directors’ resolution of 13 January 2020 to carry out a rights issue of no more than 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 could provide the Company with proceeds amounting to approximately SEK 64.5 million before deduction of costs related to the Rights Issue.
Those who on the record date on 31 January 2020 was entered in the share registered maintained by Euroclear Sweden AB was entitled to, during the subscription period 4 February – 18 February 2020, with preferential right subscribe for new shares in the Rights Issue in relation to previous holdings. One (1) existing share held on the record date entitled to one (1) subscription right. Ten (10) subscription rights entitled the holder to subscribe for three (3) new shares. The last day for trading in the Company’s shares on Nasdaq First North Growth Market with right to participate in the Rights Issue was 29 January 2020. The first day of trading in the Company’s shares on Nasdaq First North Growth Market with right to participate in the Rights Issue was 30 January 2020.
In addition, the board of directors had provided an option to Oversubscription the offering which enabled the board to issue a further maximum of 1,111,111 shares corresponding to approximately SEK 10 million, which means a total value of the offer of approximately SEK 74.6 million. Issuance of share under the Oversubscription Option is carried out based on the authorization provided by the shareholders on the annual general meeting held 4 June 2019.
Information on allotment of shares subscribed without preferential rights is given through a contact note. Payment shall be made in accordance with the terms stated in the contract note. Those who have not been allotted any shares will not receive any notification.
Number of shares, votes, share capital, consideration to the guarantor and dilution
Through the Rights Issue, the Company’s share capital will increase by SEK 358,773.00 SEK to a total of SEK 1,554,683.10 SEK through the issuance of 7,175,460 shares and the number of shares and votes will increase from 23,918,202 to a total of 31,093,662.
As the Oversubscription Option is fully utilized, the Company’s share capital will increase by an additional SEK 55,555.55 to a total of SEK 1,610,238.65 through the issuance of an additional 1,111,111 shares and the number of shares will increase from 31,093,662 to 32,204,773.
The guarantor in the Rights Issue has resolved to receive consideration solely in cash, and the consideration amounts to ten percent of the amount guaranteed, which corresponds to approximately SEK 3.6 million.
The Rights Issue, including the Oversubscription Option, entails a dilution of approximately 25.73 percent of the capital and votes for existing shareholder after completion of the share issue.
Delivery of shares
After the Rights Issue has been registered with the Companies Registration Office, which is expected to take place in the beginning of March 2020, BTA will be converted to shares without any particular notification from Euroclear Sweden, after which the new shares will be admitted to trading on Nasdaq First North Growth Market. Shareholders whose holdings are registered with nominees will be informed in accordance with the respective nominees’ routines.
The shares to be issued under the Oversubscription Option will be admitted to trading on Nasdaq First North Growth Market as soon as the shares have been registered with the Companies Registration Office.
For full information on the Rights Issue, please refer to the prospectus prepared by the Company and which has been approved by and registered with the Swedish Financial Supervisory Authority. The Prospectus is available on the Company’s website (www.frisqholding.se) and the Swedish Financial Supervisory Authority’s website (https://fi.se/sv/vara-register/prospektregistret/).
The information in this press release has been published through the agency of the below contact persons at the time stated by Frisq Holding AB’s (publ) news distributor Cision at publication of this press release. The below persons can also be contacted for further information.
For further information, please contact:
Martin Irding, CEO, FRISQ
Mats Lindstrand, chairman, FRISQ
The healthtech company FRISQ develops globally scalable digital solutions for interactive communication between different actors in the care chain.
FRISQ has been listed on Nasdaq First North Stockholm since 2016 under the short name “FRISQ”.
FNCA Sweden AB is FRISQ’s Certified Adviser and can be reached at:
+46 (0)8 528 00 399, email@example.com
For additional information, please visit www.frisqholding.se.
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.
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.