Fuud publishes prospectus in connection with forthcoming rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
STOCKHOLM, 8 June, 2022 11.15 CEST
The Board of Directors of FUUD AB (publ) ("Fuud" or the "Company") has, in connection with the forthcoming rights issue of units of approximately SEK 78.1 million (the "Rights Issue"), which was resolved on 20 May 2022, prepared a Swedish language EU Growth prospectus (the "Prospectus"). The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.
- Shareholders in Fuud have the preferential right to subscribe for four (4) new shares per every five (5) existing shares, i.e., a subscription ratio of 4:5.
- Provided that the Rights Issue is fully subscribed, the Company will receive proceeds of initially approximately SEK 78.1 million before issue costs.
- The subscription price in the Rights Issue is SEK 1.84 per unit, corresponding to SEK 0.23 per new share. The warrants are issued free of charge. Each unit consists of eight (8) shares and one (1) warrant of series TO 2.
- Each warrant entitles the holder to subscribe for one (1) new share in the Company at an exercise price of SEK 0.38. Upon full exercise of all warrants, Fuud is thus estimated to receive an additional capital contribution of approximately SEK 16.1 million before issue costs.
- The subscription period in the Rights Issue will run from and including 9 June until and including 23 June 2022.
- The warrants will be exercisable for subscription of new shares during the period from and including 11 November until and including 25 November 2022.
- Prior to the Rights Issue, the Company has received subscription commitments and has entered into agreements on guarantee commitments in the form of so-called bottom and top guarantees. The bottom guarantee ensures, provided that subscription takes place at least corresponding to the subscription commitments, that the Rights Issue is subscribed and paid for up to approximately 80.2 per cent of the Rights Issue. The top guarantee ensures that the Company receives issue proceeds of SEK 1.0 million, corresponding to 1.3 per cent of the Rights Issue.
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 8 June 2022, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company’s, Nordic Issuing’s and Redeye AB’s respective websites (www.fuudunited.com, www.nordic-issuing.se, www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se). Subscription forms will be available on the Company's, Nordic Issuing’s, and Redeye AB's respective websites.
Preliminary timeline for the Rights Issue
|8 June 2022||Publication of the Prospectus|
|9 June – 20 June 2022||Trading in unit rights|
|9 June – 23 June 2022||Subscription period|
|9 June 2022 – Until the Rights Issue is registered at the Swedish Companies Registration Office||Trading in paid subscribed units (Sw. “BTU”)|
|29 June 2022||Estimated day for publication of outcome in the Rights Issue|
Redeye AB acts as financial adviser and Törngren Magnell & Partners Advokatfirma KB acts as legal adviser in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For more information, contact:
Peter Blom, CEO
E-mail: [email protected]
Phone: +46(0)70 655 56 98
This information was submitted, through the care of the above contact persons, for publication on 8 June 2022 at 11.15 CEST.
About the Fuud Group
With the vision of becoming a leading Nordic company in the FMCG market, Fuud brings together a number of exciting Swedish brands within Functional Foods under one roof, in order to jointly challenge the existing players in one of the food industry's fastest growing categories.
Fuud is growing through a combination of organic growth and acquisitions with a strong focus on high-quality content, exciting innovations and attractive design. Fuud's goal is to offer new and better alternatives than those already on the market, and at the same time contribute to both better health and increased quality of life for the Nordic population.
With a naturally built-in forward-thinking spirit, a strong and motivated sales force and a number of experienced key players in management and the board, Fuud has created a balance between muscle, drive and experience. The Fuud Group currently has the following brands: iQ Fuel, Homie, Beijing8, Juica, Juice Culture, Bacoccoli, Frill, Nathalie’s, Barfly, Bezzt of Nature and Legendz.
The company is based in Stockholm and is listed on the Nasdaq First North Growth Market, short name Fuud. FNCA Sweden AB is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399, email [email protected]
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in units, unit rights or other securities in Fuud. No action has been taken and measures will not be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe for shares in Fuud will only be made through the Prospectus, which was published on 8 June 2022.
Neither unit rights, paid subscribed units ("BTU") nor newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No unit rights, BTUs 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, South Korea, Russia, Belarus or in any other country where the Rights Issue 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, may not be released, published or distributed, directly or indirectly, wholly or partly, to or within any such jurisdiction.
This press release 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. In any EEA Member State, other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 may include forward-looking statements, which are based on Fuud’s current expectations and projections about future events and financial and operational development. Words such as “intends”, “will”, “expects”, “anticipates”, “may”, “plans”, “estimates”, and other expressions that imply indications or predictions of future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual results may differ materially from what is expressed in forward-looking information.
This information, the opinions, and forward-looking statements contained in this announcement, are applied only at this date and are subject to change without notice. Fuud makes no commitments to disclose updates or revisions to forward-looking information, future events, or similar circumstances, other than as required by applicable law
This English announcement is an unofficial translation of the original Swedish announcement. In case of any discrepancies between the Swedish announcement and the English translation, the Swedish announcement shall prevail.
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