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Publicerat: 2020-12-07 18:25:09

24SevenOffice Scandinavia AB: 24SevenOffice proposes directed issue of convertibles of MSEK 250

INSIDE INFORMATION: The Board of Directors of 24SevenOffice Scandinavia AB ("24SevenOffice" or the "Company") has today resolved to propose that an extra general meeting resolves to issue convertibles of a maximum of MSEK 250 directed to Lugard Road Capital ("Lugard"). Lugard is a US investor who currently owns 7.39 percent of the outstanding shares in 24SevenOffice. The Board of Directors has today also resolved to summon an extra general meeting to be held on 23 December 2020. The notice for the extra general meeting will be announced through a separate press release today.

Summary of the issue of convertibles

The Board of Directors has today resolved to summon an extra general meeting to resolve to issue convertibles of a maximum of MSEK 250 to Lugard in accordance with the following main terms and conditions:

  • The nominal value of the convertible loan is up to MSEK 250, allocated across up to 250,000,000 convertibles.
  • The conversion price is SEK 44.00 per share, which represents approximately 25 percent premium to the volume weighted average price for the Company's shares as quoted on Spotlight Market during 7 trading days preceding the date of this announcement.
  • Each convertible has a nominal value of SEK 1.00, which is also the subscription price per convertible.
  • The convertible loan falls due on 31 December 2027, and will carry an annual interest of 1.5 percent, to be paid either in in cash or by conversion into shares, at the Company’s option.
  • With 30 days of notice prior to 31 December 2025, the Company can choose to repay the loan. If not repaid the loan continues for an additional year, with a cost of an additional 2 percent annual interest. The Company also has the ability repay the loan by giving notice 30 days prior 31 December 2026. If not repaid the loan continues for an additional year with a cost of an additional 2 percent annual interest.
  • The holder of the convertibles is entitled to request conversion at any time at the conversion price up to, and including, the maturity date.
  • The Company will pay an issuance fee of SEK 1,250,000 to Lugard for granting the loan.
  • Lugard will also commit to lend an additional MSEK 250 by subscribing for additional convertibles upon request from the Company subject to certain conditions.

The conversion price is SEK 44.00 per share, meaning that the Company’s share capital may increase by a maximum of SEK 653,503.70, and the number of shares in the Company may increase by a maximum of 6,535,037 shares. The conversion price represents approximately 25 premium to the volume weighted average price for the Company's shares as quoted on Spotlight Market during 7 trading days preceding the date of this announcement. At full conversion of the convertible loan, calculated as of the date of this announcement, the dilution would amount to approximately 9.8 percent. Upon a request for conversion of the loan, the Company has the option to pay up to 50 percent of the value in cash opposed to converting to shares.

The purpose of the convertible issue is to accelerate the Company’s organic and in-organic growth initiatives, as well as for general corporate purposes. The issue of convertibles is directed to Lugard, with deviation from the shareholders’ preferential right. The reason for the deviation from the shareholders’ preferential right is, in the view of the Board of Directors, that the convertible loan is offered on attractive terms for the Company, and it enables the Company to raise capital in a time and cost efficient manner in order to support a continued expansion of the Company’s operations.

The terms and conditions for the convertible loan, including the conversion price, have been established after arms’ length negotiations with Lugard. Thus, the Board of Directors assessment is that the terms and conditions of the convertibles are in accordance with market conditions. Subscription of the convertibles and payment is to be paid to the Company no later than on 28 December 2020.

Lugard will receive an issuance fee of SEK 1,250,000 for granting the loan. Lugard will also commit to lend an additional MSEK 250 by subscribing for additional convertibles upon request from the Company subject to certain conditions.

The issue of convertibles is subject to resolution by the extra general meeting. The Board of Directors has today resolved to convene an extra general meeting to be held on 23 December 2020. The shareholders R-Venture AS, representing approximately 50 percent of the shares and votes in the Company, has undertaken to vote for approval of the convertible issue at the extra general meeting.

There is no intention to list the convertible bonds on Spotlight Market or any other trading venue.

For further information on the convertibles and the extra general meeting, please refer to the notice to be published in a separate press release and the complete proposal for the convertible issue to be held available at the Company's website.

Advisors

Pareto Securities has acted as sole global coordinator in connection with the convertible bond issue. Baker & McKenzie Advokatbyrå has acted as legal advisor to 24SevenOffice. Sidley Austin LLP and MAQS Advokatbyrå have acted as legal advisors to Lugard.

Responsible party

This information constitutes inside information that 24SevenOffice Scandinavia AB is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by 24SevenOffice Scandinavia AB’s news distributor Cision at the publication of this press release.

For further information please contact:

Ståle Risa, CEO

Tel: +46 70-023 63 03, str@24sevenoffice.com

24SevenOffice in brief

24SevenOffice's vision is to empower businesses for the future, through delivering world class cloud based business systems to small and medium-sized companies in the Nordic region. The system is currently used by 56,000 companies in the Nordic region, with PwC and KPMG, among others, as accounting partners. The business system is module-based, where the modules are provided independently or packaged as complete solutions. For more information see www.24sevenoffice.com.

Lugard Road Capital in brief

Lugard Road Capital is a global investment fund primarily focused on public and private companies in the Internet, software, consumer, and technology sectors.

Important 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 to sell or an offer to buy or subscribe for convertibles or shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), this announcement is directed only to a qualified investor in that member state as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").

This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or convertibles or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the issue of convertibles.

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 the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea 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 announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new convertibles and conversion to shares. Any investment decision in connection with the issue of convertibles must be made on the basis of all publicly available information relating to the Company and the Company’s shares and convertibles. Such information has not been independently verified by Pareto Securities. Pareto Securities is acting for the Company in connection with the issue of convertibles and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the issue of convertibles or any other matter referred to herein.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the issue of convertibles. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information regarding the Company and its industry. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 materialize 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 required by law or Spotlight Stock Market’s rule book.

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 convertibles and shares in the Company have been subject to a product approval process, which has determined that such convertibles and 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 convertibles and shares in the Company may decline and investors could lose all or part of their investment; the convertibles and shares in the Company offer no guaranteed income and no capital protection; and an investment in the convertibles and shares in the Company 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 issue of convertibles. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Pareto Securities will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 convertibles and shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the convertibles and shares in the Company and determining appropriate distribution channels.

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


This disclosure contains information that 24SevenOffice Scandinavia AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 07-12-2020 18:25 CET.

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