Goodbye Kansas Group AB (“Goodbye Kansas” or “Company”) today announces the final outcome of the preferential rights issue of units, including shares and warrants of series TO3 (“Rights Issue”) which was completed on December 20, 2023. In total, approximately 65 percent was subscribed for with and without support of unit rights. This means that underwriting guarantees will subscribe to 35 percent of the Rights Issue. Goodbye Kansas will through the Rights Issue receive gross proceeds of approximately SEK 55.4 million before set-off of receivables and transaction costs. Approximately 22 percent of the Rights Issue was subscribed to by way of set-off of receivables.
 
The subscription period for the Rights Issue ended on December 20, 2023, and the outcome is that 273 955 170 units, corresponding to approximately 49.4 percent of the Rights Issue, was subscribed for with support of unit rights. In addition, the Company received requests to subscribe for an additional 87 097 175 units without support of unit rights, corresponding to approximately 15.7 percent. In total, approximately 65.1 percent of the Rights Issue was subscribed for with and without support of unit rights. This means that underwriting guarantees will subscribe to approximately 34.9 percent of the Rights Issue, with 20 percent from top guarantees and 14.9 percent from bottom guarantees. The Company thereby initially receives approximately SEK 55.4 million, before set-off of receivables and transaction costs. In case all warrants of series TO3 are used to subscribe for shares, the Company will receive an additional SEK 15.8 million before transaction costs.
 
Notice of allotment of units subscribed to without support of unit rights will in the near future be sent to those who have been allocated units through settlement notes. Shareholders that are registered with an asset manager will receive information on allotment in line with the asset manager’s routines. Allotment of units that have been subscribed to without support of unit rights has been made in line with the principles set out in the prospectus which was published on December 5, 2023.
 
Number of shares and share capital
Following registration of the Rights Issue at the Swedish Companies Registration Office (Bolagsverket), the Company’s share capital will increase by 12,499,804.94125 SEK through issuance of 554,315,075 new shares. The number of shares thereby increases from 22,172,603 to a maximum of 576,487,678 shares. Shareholders that have not participated in the Rights Issue will be diluted by approximately 96 percent. In case all warrants of series TO3 are used to subscribe for shares, the number of shares will further increase by 79,187,867 to a maximum of 655,675,546 shares and the share capital will further increase by a maximum of 1,785,686.40085 SEK resulting in an additional dilution effect of 12 percent.
 
Trading in BTU
Paid subscribed units (BTU) will be traded on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office and BTUs are converted into shares and warrants of series TO3, which is expected to take place during week 1, 2024.
 
Trading in warrants of series TO3 will begin on Nasdaq First North Growth Market once BTUs have been converted to shares and warrants of series TO3. Final day of trading in warrants is May 13, 2024.
 
Exercise of warrants of series TO3
Seven (7) warrants of series TO3 gives the right to subscribe for one (1) new share in Goodbye Kansas during the period May 2-16, 2024 at a strike price corresponding to 75 percent of the volume weighted average price of Goodbye Kansas share on Nasdaq First North Growth Market during a period of 10 trading days prior to the exercise period, however at a minimum of 0.10 SEK (which will correspond to the quota price of the Company’s shares during the exercise period for the warrants) and a maximum of 200 percent of the strike price in the Rights Issue (0.20 SEK). This means that Goodbye Kansas can receive additional proceeds of a maximum of approximately SEK 15.8 million before transaction costs if warrants are fully exercised. The exercise of warrants is conditional upon Goodbye Kansas convening an extraordinary general meeting (“EGM”) to decide upon a sufficient reduction of share capital in order to adjust the quota value of the Company’s shares. Goodbye Kansas aims to convene such an EGM as soon as the Rights Issue is completed.
 
Advisors
Goodbye Kansas Group has engaged Hagberg & Aneborn Fondkommission AB as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Rights Issue.
 
For more information, please contact:
Stefan Danieli, CEO of Goodbye Kansas Group
E-mail: stefan.danieli@goodbyekansas.com
Tel: +46 701 98 10 49
 
Goodbye Kansas Group
Goodbye Kansas Group AB (publ) is a leading supplier of technology-driven visual content. Goodbye Kansas Group is headquartered in Stockholm and its shares are listed on the Nasdaq First North Growth Market with Carnegie Investment Bank AB (publ) as Certified Adviser.
 
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Goodbye Kansas in any jurisdiction, either from Goodbye Kansas or from anyone else.
 
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Any purchase of Units of Goodbye Kansas in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 5 December 2023.
 
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
 
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.