CYBER1 Private Placement of Shares
CYBER1 Private Placement of Shares
London United Kingdom –17 August 2020 – Cyber Security 1 AB (Publ) (the “Company”) (Nasdaq First North: CYB1), today announces a private placement completion of new shares (“New Shares”) through a directed new share issue to a qualified investor (the “Private Placement”).
The issue of the 53,403,744 New Shares results in the Company having 348,890,226 issued shares from 295,486,482 previously, a dilution of 16.24% and an increase in share capital of €13,976.38 to a share capital at today’s date of €91,308.62080.
The subscription with the Company is undertaken by a number of parties:
· Marlo Finance B.V. (existing CYBER1 shareholder) – 38,769,247 New Shares
· JFG Capital B.V. (existing CYBER1 shareholder) – 14,634,497 New Shares
who have invested or had claims to be offset of collectively €3,110,948 in 2019 which resulted in the issue of 53,403,744 New Shares which the Company effected in May 2020.
The respective average price of €0.074 per share for the subscription of New Shares has been agreed in arms-length negotiation with each of the parties as is at a premium to the current share price.
The Company has used the proceeds from the subscription in 2019 to strengthen the working capital position of the Company, as well as to finance continued operations, further development of its cyber security service offerings, and corporate expansion.
The reason for conducting a directed new share issue via a Private Placement and thereby deviating from existing shareholders’ preferential rights is as a result of a number of factors, including:
· the view of the Company’s Board of Directors that, given the current constitution of the Company’s shareholders, a non-directed new share issue would run the risk of not being fully subscribed;
· the lower costs of the process (including underwriting) of the directed new issue;
· the timing advantage of a directed new issue, taking into account the current market fluctuations of the Company’s share price; and
· the desire of the Board of Directors to bring a new, influential shareholder into the Company.
The Board has concluded that the reasons above collectively indicate that it is in the shareholders’ interest, as well as that of the Company as a whole, that the issue of the New Shares is made with deviation from existing shareholders’ preferential rights.
The Private Placement is subject to, inter alia, a resolution by the Board of Directors of the Company and is in line with the authorisation to issue new shares given to the Board of Directors at the AGM on the 30th of June 2019.