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Fuud’s Board of Directors resolves on a rights issue of units of approximately SEK 78.1 million

20 May 2022 - 08:30

STOCKHOLM, May 20, 2022 08.30 CEST

The Board of Directors of FUUD AB (publ) ("Fuud" or the "Company") has today resolved to issue up to 42,431,117 units with preferential rights for the Company's existing shareholders of initially approximately SEK 78.1 million before issue costs (the "Rights Issue"). Each unit consists of eight (8) shares and one (1) warrant issued free of charge. The subscription price is SEK 1.84 per unit, corresponding to SEK 0.23 per new share. Prior to the Rights Issue, the Company has received subscription commitments and has entered into agreements on guarantee commitments of approximately SEK 63.6 million, which secures the Rights Issue to 81.4 per cent. The proceeds from the Rights Issue will primarily be used to finance the acquisitions of GI-Boxen and Foodbox, expansion of existing brands in the Nordic region, strengthen the Company's balance sheet by repayment of loans, and for investments in the Company's production facilities.

Summary

  • 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.
  • The record date for right to participate in the Rights Issue is 3 June 2022 and the last day of trading in Fuud’s share with the right to participate in the Rights Issue is 1 June 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.

Motives for the Rights Issue

In connection with the acquisition of Bezzt AB in December 2020, Fuud initiated a new active acquisition strategy to broaden the Company's product portfolio and scale up new and existing sales channels. The Company has since taken an active role in driving a consolidation of the fragmented FMCG market and made five further acquisitions during 2021. The Company's vision is to become a leading Nordic company on the FMCG market with a strategy to continue to acquire and develop new brands with solid earnings potential.

As a next step in the Company's strategy, Fuud announced on 28 March 2022 that the Company has entered into conditional agreements for the acquisition of GI-Boxen Sweden AB and Foodbox Scandinavia AB (the “Acquisitions”). The acquisitions are based on strong commercial foundations and constitute important additions to the Company's strategy and vision. The Company believes that the Acquisitions add strong, fast-growing brands and a competitive team with high competence in e-commerce and sales aimed at sports and training. In addition, the acquisition of Foodbox opens for new distribution for Fuud in gyms, sports facilities, and padel halls, which are expected to provide great synergies for Fuud's other brands.

Provided that the Rights Issue is fully subscribed, the Company will receive approximately SEK 78.1 million before deduction of issue costs. Upon full subscription of the Rights Issue, 42,431,117 warrants are issued, and if these are fully exercised, the Company will receive additionally approximately SEK 16.1 million before deduction of issue costs. The expected net proceeds from the Rights Issue, and any proceeds raised from the exercise of warrants will, in the following order of priority and with an approximate proportion indicated in percentages, be used for:

  • Approximately 26 per cent will be used to finance the Acquisitions.
  • Approximately 38 per cent will be used to strengthen the Company's balance sheet by repayment of bridge loan taken out in February 2022.
  • Approximately 16 per cent will be used to finance a Nordic expansion of existing brands.
  • Approximately 11 per cent will be used for investments in the Company's production facilities.
  • Approximately 9 per cent will be used to finance other working capital needs.

Terms of the Right Issue

The Board of Directors of Fuud has today, on May 20, 2022, by support of the authorization given by the Annual General Meeting on 22 June 2021, resolved to issue up to a maximum of 42,431,117 units with preferential rights for the Company's existing shareholders. Each unit consists of eight (8) shares and one (1) free warrant of series TO 2, entitling to subscription of one (1) new share in the Company.

The subscription price is SEK 1.84 per unit, corresponding to SEK 0.23 per new share, which means that the Company, if the Rights Issue is fully subscribed, will receive approximately SEK 78.1 million before issue costs, excluding the additional capital contribution that may be added upon exercise of the warrants.

The right to subscribe for units shall with preferential rights be granted to the Company's shareholders, whereby one (1) existing share entitles to one (1) unit right and ten (10) unit rights entitle to subscription of one (1) unit. In addition, investors are offered the opportunity to request subscription of units without support of unit rights.

In the event that not all units are subscribed for in accordance with the shareholders' preferential rights, the Board shall, within the framework of the maximum amount of the Rights Issue, resolve on allotment of units subscribed for without support of unit rights, whereby allotment shall take place accordingly:

  • Primarily, allotment of units subscribed for without support of unit rights shall be made to subscribers who have also subscribed for units by support of unit rights, regardless of whether the subscriber was a shareholder on the record date, and in the event full allotment cannot be made to those, allotment shall be made pro rata in relation to the number of unit rights used for subscription of units and, insofar this cannot be done, by drawing lots.
  • Secondarily, allotment of units subscribed for without support of unit rights shall be made to others who have subscribed without support of unit rights, and in the event full allotment cannot be made to those, allotment shall be made pro rata in relation to the number of units each has subscribed for and, insofar this cannot be done, by drawing lots.
  • Thirdly, any remaining units shall be allotted to the parties who have provided guarantee commitments, in accordance with the terms of the guarantors’ guarantee commitments, respectively.

The warrants are issued free of charge and will be exercisable for subscription of new shares during the period from and including 11 November until and including 25 November 2022. Each warrant gives the right 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 will receive approximately SEK 16.1 million before issue costs. Warrants of series TO 2 are intended to be admitted to trading on Nasdaq First North Growth Market after final registration of the Rights Issue with the Swedish Companies Registration Office.

The record date for obtaining unit rights and right to participate in the Rights Issue with preferential rights will be 3 June 2022. The last day of trading in Fuud’s share with the right to participate in the Rights Issue will be 1 June 2022. The subscription period will run from and including 9 June until and including 23 June 2022. Fuud’s Board has the right to prolong the subscription period. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from and including 9 June until and including 20 June 2022 and trading in paid subscribed units will begin on 9 June 2022 and continue until the Rights Issue has been registered with the Swedish Companies Registration Office.

Provided that the Rights Issue is fully subscribed, the share capital will increase by SEK 16,972,446.80, from SEK 21,215,558.90 to SEK 38,188,005.70 by issuance of 339,448,936 shares, which means that the total number of shares increases from 424,311,178 to 763,760,114, corresponding to a dilution of approximately 44.4 per cent of the share capital and the number of shares and votes. Upon full exercise of all warrants, the share capital will increase by a further maximum of SEK 2,121,555.85 and the number of shares will increase by a further maximum of 42,431,117 shares, corresponding to a dilution of approximately 5.3 per cent in relation to the share capital and the number of shares and votes given a fully subscribed Rights Issue.

The total dilution at full subscription in the Rights Issue and full exercise of all warrants amounts to a maximum of approximately 47.4 per cent. Shareholders who do not participate in the Rights Issue has the opportunity to financially compensate for this dilution by selling their unit rights.

Subscription commitments and guarantee commitments

Fuud has received subscription commitments from a selection of the Company's larger existing shareholders amounting to approximately SEK 8.8 million, corresponding to approximately 11.3 per cent of the Rights Issue. No compensation is paid for subscription commitments. Furthermore, the Company has entered into agreements on guarantees commitments with external investors in the form of a so-called bottom guarantee of approximately SEK 53.8 million, corresponding to approximately 68.9 per cent of the Rights Issue, and a so-called top guarantee of approximately SEK 1.0 million, corresponding to approximately 1.3 per cent of the Rights Issue. 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 in the size of the top guarantee.

Compensation is paid for the guarantee commitments, whereby compensation for the bottom guarantee is paid at ten (10) per cent of the guaranteed amount in cash or twelve (12) per cent of the guaranteed amount in the form of newly issued shares in the Company. The compensation for the top guarantee is paid at 13 percent of the guaranteed amount in cash or 15 percent of the guaranteed amount in newly issued shares in the Company. The subscription price for any shares issued to guarantors shall correspond to 90 per cent of the volume-weighted average share price (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue (i.e., during the period from and including 9 June until and including 23 June 2022), however no lower than the subscription price in the Rights Issue.

The guarantee commitments are not secured by bank guarantee, blocking funds, pledge or similar arrangements.

Lock-up commitments

All shareholders in the Company’s Board of Directors and management have, in relation to Redeye AB, undertaken, with customary exceptions, to not sell existing shares in the Company, including the shares, warrants and unit rights that may be allotted through the Rights Issue, for a period lasting up to 90 days after registration of the Rights Issue with the Swedish Companies Registration Office.

Prospectus

Full terms and conditions for the Rights Issue, as well as other information about the Company and information about subscription commitments and guarantee commitments will be presented in the EU growth prospectus that the Company is expected to publish around 8 June 2022 (the "Prospectus").

Preliminary timeline for the Rights Issue

1 June 2022 Last day of trading incl. right to receive unit rights
2 June 2022 First day of trading excl. right to receive unit rights
3 June 2022 Record date in the Rights Issue
8 June 2022 Estimated day for 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

Advisers

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 is such information that FUUD AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the above contact persons, for publication on May 20, 2022, at 08.30 CEST.

About the Fuud Group

With the vision of being the Nordic market leader in 2025, 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]

IMPORTANT INFORMATION

EJ FÖR OFFENTLIGGÖRANDE, DISTRIBUTION ELLER PUBLICERING, VARE SIG DIREKT ELLER INDIREKT, INOM ELLER TILL USA, AUSTRALIEN, HONGKONG, JAPAN, KANADA, NYA ZEELAND, SCHWEIZ, SINGAPORE, SYDAFRIKA, SYDKOREA, RYSSLAND, BELARUS ELLER I NÅGON ANNAN JURISDIKTION DÄR OFFENTLIGGÖRANDE, DISTRIBUTION ELLER PUBLICERING AV DETTA PRESSMEDDELANDE SKULLE VARA OLAGLIG ELLER KRÄVA YTTERLIGARE REGISTRERINGS- ELLER ANDRA ÅTGÄRDER.

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 the Company intends on publishing around 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.

Provided by: Cision
Nasdaq First North GM Stockholm (Sweden)
Fuud AB
Fuud is a food company within Functional Foods. The company 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....
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