Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Industri |
Industri | Maskinindustri |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, HONG KONG, SOUTH KOREA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA OR BELARUS OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES UNDER APPLICABLE LAW.
OXE Marine AB (publ) (”OXE Marine” or the ”Company”) announces that the Company has agreed to a so-called top guarantee of a total of approximately SEK 18 million, corresponding to approximately 23 per cent of the transaction, from Theodor Jeansson in the Company's ongoing rights issue of a minimum of just over SEK 60 million and a maximum of approximately SEK 78 million before issue costs, in which the subscription period commenced on November 8, 2024 (the ”Rights Issue”). With the addition of the top guarantee, the Rights Issue is now covered up to 100 per cent by subscription undertakings and guarantee commitments. For the top guarantee commitment, compensation is paid with 5 per cent of the guaranteed amount in cash and 10 per cent of the guaranteed amount in the form of newly issued shares in the Company (the “Guarantee Issue”).
The Rights Issue was previously covered to approximately 77 per cent by subscription undertakings and guarantee commitments, corresponding to approximately SEK 60 million. With the top guarantee, the Rights Issue is now covered to 100 per cent, corresponding to approximately SEK 78 million, by subscription undertakings and guarantee commitments.
For the top guarantee commitment, compensation is paid with 5 per cent of the guaranteed amount in cash and 10 per cent of the guaranteed amount in the form of newly issued shares in the Company. The subscription price in the Guarantee Issue shall, as for the previously communicated guarantee commitments, correspond to 85 per cent of the volume weighted average share price (VWAP) of the Company’s share on Nasdaq First North Growth Market during the subscription period in the Rights Issue, however, not less than the subscription price in the Rights Issue. The basis for calculating the subscription price was determined through negotiations between external guarantors and the Company, in consultation with financial advisors and through analysis of a number of market factors. In light of this, it is the Board of Directors’ assessment that the subscription price is at market. The guarantee commitments are not secured by bank guarantees, blocked funds, pledges or similar arrangements. The reason for the deviation from the shareholders' preferential rights and that an existing shareholder is included in the Guarantee Issue is to fulfil the Company's contractual obligation towards the guarantor. The Board of Directors considers that it is in favour of the Company's financial position to take advantage of the possibility to pay the guarantee compensation in the form of newly issued shares instead of cash payment.
Due to the above, the Company will prepare a supplementary prospectus, which will be submitted to the Swedish Financial Supervisory Authority as soon as possible.
Summary of the Rights Issue
The Rights Issue comprises a minimum of 171,428,572 a maximum of 222,845,378 shares, corresponding to a minimum of just over SEK 60 million and a maximum of approximately SEK 78 million before issue costs.
Those who were registered as shareholders in OXE Marine on the record date of 6 November 2024 have preferential rights to subscribe for shares in the Company based on their existing shareholding in the Company. For one (1) existing share on the record date, shareholders receive two (2) subscription rights. Holding three (3) subscription rights entitles the holder to subscribe for one (1) new share in the Rights Issue.
The subscription price in the Rights Issue is SEK 0.35 per share.
Full terms and instructions for the Rights Issue and other information about the Company are provided in the prospectus published on 6 November 2024 (the ”Prospectus”).
Preliminary timetable for the Rights Issue
8 November 2024 – 19 November 2024: Trading in subscription rights on Nasdaq First North Growth Market
8 November 2024 – 22 November 2024: Subscription period in the Rights Issue
3 December 2024 – 11 December 2024: Estimated trading in BTA
26 November 2024: Estimated announcement of final outcome in the Rights Issue
The Rights Issue has a minimum and maximum amount. This means that if the subscription (with or without preferential rights) of shares corresponding to at least SEK 60 million, i. E., at least 171,428,572 shares, is not obtained, the decision regarding the Rights Issue will be cancelled, and the Rights Issue will thus not be completed. The Company has previously received subscription undertakings and guarantee commitments exceeding the minimum amount of the Rights Issue, however, conditional upon the recapitalisation being completed without any material deviations. If the Rights Issue is not completed, no new shares will be issued or delivered, even if the subscription rights have been acquired through payment.
NOTE THAT IF THE RIGHTS ISSUE IS NOT COMPLETED, SUBSCRIPTION RIGHTS THAT INVESTORS HAVE ACQUIRED ON NASDAQ FIRST NORTH GROWTH MARKET WILL THUS BE WORTHLESS, AND NEITHER THE LIQUIDITY PAID FOR SUCH SUBSCRIPTION RIGHTS IN THE MARKET NOR ANY BROKERAGE FEES WILL BE REFUNDED. INVESTORS WHO ACQUIRE SUBSCRIPTION RIGHTS IN THE MARKET THEREFORE RISK LOSING THE ENTIRE AMOUNT THEY HAVE PAID FOR THE SUBSCRIPTION RIGHTS.
If the Rights Issue is not completed, the BTA’s will be cancelled and all proceeds paid for subscription of shares in the Rights Issue will be refunded. The repayment of the proceeds will be made to each holder of BTAs at the time of repayment, which is expected to occur eight banking days after the last day of subscription.
Advisors
Redeye AB is acting as financial advisor to the Company. Moll Wendén Advokatbyrå AB is acting as legal advisor to OXE Marine. Aqurat Fondkommission AB acts as the issuing agent in connection with the Rights Issue.