The subscription period in Crunchfish’s rights issue begins today
Today, October 18, 2023, the subscription period in Crunchfish AB’s (“Crunchfish” or the “Company”) rights issue of approximately SEK 85 million before issue costs (the “Rights Issue”) begins. The Rights Issue is covered by subscription commitments and guarantee commitments up to approximately 60 percent from Corespring Invest AB, Nordic Underwriting ApS, Buntel AB and Formue Nord Markedsneutral A/S. The Rights Issue was approved at the Extraordinary General Meeting held on October 9, 2023.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Reason for the Rights Issue and use of proceeds
The Board has made the assessment that existing working capital is not sufficient to execute on the Company’s business plan during the next twelve months. To meet the Company’s working capital needs and to fully utilise Crunchfish Digital Cash’s market potential by accelerating ongoing integration projects, and hence focus on creating long-term shareholder value, the Board has resolved on the Rights Issue.
Upon full subscription of the Rights Issue, the Company receives net proceeds of approximately SEK 75.2 million after deduction of issue costs of approximately SEK 10.2 million. The net proceeds will then be used to pay off the loan to Corespring Invest AB through set-off, for an amount of SEK 7.5 million, whereafter the remaining proceeds are intended to be used for the following purposes in order of priority:
- Approximately 70 percent will be used for development, marketing and sales efforts, of which
- approximately 50 percent of the net proceeds will be distributed to Crunchfish Digital Cash, of which in turn approximately 20 percent will be distributed for further development of the Digital Cash solution and approximately 30 percent will be distributed to marketing and sales mainly in India and towards the market for Central Bank Digital Currencies, and
- approximately 20 percent of the net proceeds will be distributed to Crunchfish Gesture Interaction, evenly distributed between product development and marketing and sales mainly to the AR/VR and the Automotive segment.
- Approximately 30 percent of the net proceeds will be used for working capital.
Terms and Conditions for the Rights Issue
On October 9th, 2023, the Extraordinary General Meeting approved to carry out the Rights Issue in accordance with the following main terms:
- The subscription price is SEK 7.75 per share.
- Anyone who, on the record date, October 16, 2023, was listed in the share register maintained by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue in relation to previous holdings of shares.
- One (1) existing share in Crunchfish, held on the record date, entitled to (1) subscription right. Three (3) subscription rights entitle to subscription of one (1) newly issued share in the Company.
- The Rights Issue comprises a maximum of 11,013,055 shares.
Timetable for the Rights Issue
| October 18 – November 1, 2023 |
Subscription period |
| October 18 – October 27, 2023 |
Trading in subscription rights |
| October 18, 2023 – Until the Rights Issue is registered with the Swedish Companies Registration Office |
Trading in paid subscription shares (Sw. “BTA”) |
| November 3, 2023 |
Estimated date for publication of the outcome of the Rights Issue |
Subscription and guarantee commitments
The Company’s second largest shareholder Corespring Invest AB (represented by Chairman of the Board, Göran Linder), which holds 18.1 percent of the shares in the Company, has committed to subscribe for SEK 7.5 million, corresponding to approximately 9 percent of the Rights Issue. According to the subscription commitment, the subscription commitment is to be fulfilled through set-off against the outstanding capital amount of the loan disbursed by Corespring Invest AB to the Company in August, 2023. No compensation is paid for the subscription commitment. In addition, Nordic Underwriting ApS, Buntel AB and Formue Nord Markedsneutral A/S have undertaken to guarantee in the aggregate approximately SEK 43.7 million, corresponding to approximately 51 percent of the Rights Issue, which means that the Rights Issue is covered by subscription commitments and guarantee commitments up to 60 percent. For the guarantee commitments, the guarantors will receive cash payment of 12 percent of the guaranteed amount or, alternatively, 12 percent of the guaranteed amount in the form of newly issued shares in the Company, on the same terms as shares issued in the Rights Issue.
Prospectus
Complete terms and conditions for the Rights Issue and other information about the Company is available in the prospectus (the “Prospectus”) that was published by the Company on October 16, 2023. The Prospectus is available on the Company´s website (https://www.crunchfish.com/investors/equity-raises), Västra Hamnen Corporate Finance website (http://www.vhcorp.se), Nordic Issuing´s website (http://www.nordic-issuing.se) and Swedish Financial Supervisory Authority´s website (http://www.fi.se).
Advisors
Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For more information:
Joachim Samuelsson, CEO of Crunchfish AB
+46 708 46 47 88
joachim.samuelsson@crunchfish.com
The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CEST on October 18th, 2023.
About Crunchfish – crunchfish.com
Crunchfish is a deep tech company developing a Digital Cash platform for Banks, Payment Services and CBDC implementations and Gesture Interaction technology for AR/VR and automotive industry. Crunchfish is listed on Nasdaq First North Growth Market since 2016, with headquarters in Malmö, Sweden and with a subsidiary in India.
Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: ca@vhcorp.se Telephone +46 40 200 250.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Crunchfish. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden, Denmark, Finland and Norway. Any invitation to the persons concerned to subscribe for shares in Crunchfish will only be made through the Prospectus that Crunchfish published on 16 October 2023 on Crunchfish’s website, https://www.crunchfish.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and 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 shares or other securities in Crunchfish. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in Crunchfish have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden, Denmark, Finland and Norway. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
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