Realfiction announces final outcome of the rights issue
Realfiction announces final outcome of the rights issue
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The Board of Directors of Realfiction Holding AB (“Realfiction” or the “Company”) today announces the final outcome of the rights issue of units, for which the subscription period ended on 27 October 2026 (the “Rights Issue”). The final outcome confirms the preliminary outcome announced on 28 October 2026 and shows that the Rights Issue has been subscribed to approximately 29.2 percent with and without the support of unit rights, of which approximately 28.4 percent were subscribed for with the support of unit rights and approximately 0.8 percent without the support of unit rights. Consequently, the underwriting commitment will be utilised for approximately 30.8 percent of the Rights Issue, bringing the total subscription level to approximately 60 percent, corresponding to the underwritten level. The total subscription amount in the Rights Issue is approximately SEK 21.6 million, including amounts to be paid by way of set-off and before deduction of transaction-related costs. Part of the outstanding loan from Fenja Capital II A/S (“Fenja Capital”) and the bridge loan from Tellus Equity AB (“Tellus”) in accordance with previous communication will be settled through set-off and cash repayment as described below. Upon exercise of the warrants of series TO3 issued in the Rights Issue, Realfiction may receive additional proceeds in April 2027.
Final outcome of the Rights Issue
The Rights Issue comprised a maximum of 360,093,600 units, where each unit consists of one (1) share and one (1) warrant of series TO3. The final outcome shows that subscriptions with and without the support of unit rights amount to a total of 105,171,258 units, corresponding to approximately 29.2 percent of the Rights Issue. As subscriptions received were below the underwritten level, the underwriting commitment from Vator Securities AB (“Vator Securities”) will be utilised for 110,828,742 units, corresponding to approximately 30.8 percent of the Rights Issue. In total, 216,000,000 units will be issued in the Rights Issue, corresponding to approximately 60 percent of the Rights Issue.
Allocation of units subscribed for without the support of unit rights has been made in accordance with the allocation principles set out in the information memorandum published on 9 October 2026 (the “Information Memorandum”). As the Rights Issue was not fully subscribed, all subscriptions for units without the support of unit rights have received full allocation, and the remaining units have been allocated to Vator Securities in accordance with the underwriting agreement. Notification of allocation of units subscribed for without the support of unit rights will be distributed by contract note, and payment shall be made in accordance with the instructions in the contract note. Nominee-registered subscribers will receive notification of allocation in accordance with the procedures of their respective bank or nominee.
Change in the number of shares and share capital
Through the Rights Issue, the number of shares in Realfiction will increase by 216,000,000 shares, from 25,206,557 shares to 241,206,557 shares, and the share capital will increase by SEK 21,600,000, from SEK 2,520,655.70 to SEK 24,120,655.70. This corresponds to a dilution of approximately 89.6 percent of the number of shares and votes in the Company. The above figures exclude any units issued as underwriting compensation.
Through the Rights Issue, 216,000,000 warrants of series TO3 will also be issued. Upon full exercise of these warrants of series TO3 at the maximum exercise price of SEK 0.14 per share, the Company may receive an additional approximately SEK 30.2 million before deduction of transaction-related costs (excluding warrants of series TO3 attached to any units issued as underwriting compensation). Warrants of series TO3 may be exercised during the period from 14 April 2027 up to and including 28 April 2027.
Underwriting compensation
For the underwriting commitment, Vator Securities is entitled to underwriting compensation of 16 percent of the underwritten amount to be paid in cash or, alternatively, 16 percent in the form of newly issued units plus an additional 2 percent in cash. Vator Securities shall notify the Company of its choice of compensation no later than 30 October 2026. Should Vator Securities choose to receive the underwriting compensation in the form of units, the Board of Directors intends to resolve on a directed issue of such units to Vator Securities based on the authorization granted by the annual general meeting 2026, on the same terms as in the Rights Issue. The Company will announce the form of the underwriting compensation through a separate press release.
Settlement of loans and warrants to Fenja Capital
In connection with the completion of the Rights Issue, a nominal amount of SEK 4 million of the outstanding loan from Fenja Capital and the bridge loan from Tellus with a nominal amount of SEK 2 million, together with any outstanding arrangement fee and interest, will be settled in accordance with previous communication. As Vator Securities has the right to satisfy its obligation to pay for units allocated under the underwriting commitment through set-off against transferred existing loan receivables, part of the amounts due for settlement will be settled through set-off following the Board of Directors’ final allocation of units in the Rights Issue. Any amounts due for settlement that are not settled through set-off will be repaid in cash in accordance with previous communication. Following the set-off and repayment, approximately SEK 7 million will remain outstanding under the new loan from Fenja Capital, and the bridge loan from Tellus, including any outstanding arrangement fee and interest, will be fully settled.
Of the total subscription amount of SEK 21.6 million, SEK 4,052,384.10 will be paid by way of set-off against claims transferred to Vator Securities by Fenja Capital (SEK 2,052,384.10) and Tellus (SEK 2,000,000). Subject to full payment, the Company will therefore receive approximately SEK 17.5 million in cash before transaction-related costs and cash repayment of the remaining amounts due for settlement.
As previously announced, the Board of Directors intends to resolve on the issue of warrants of series 2026/2031 to Fenja Capital immediately after completion of the Rights Issue. The number of warrants will correspond to a total dilution of 5 percent of the total number of shares in the Company following completion of the Rights Issue, including any units issued as underwriting compensation, and the exercise price amounts to SEK 0.14 per share. The final number of warrants will be announced in connection with the resolution. The warrants will be subject to terms and conditions that contain recalculation terms that entail a so-called "full dilution protection", meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of corporate actions so that Fenja Capital always has the right to subscribe for shares corresponding to a total dilution of 5 percent calculated on the total number of outstanding shares in the Company.
Trading in BTUs
Trading in paid subscribed units (BTUs) continues on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place in November 2026. The last day of trading in BTUs will be announced through a separate press release.
Advisors
Navia Corporate Finance (www.naviacorporatefinance.com) acts as financial advisor and Sole Bookrunner in connection with the Rights Issue. Fredersen Advokatbyrå AB acts as legal advisor to the Company in connection with the Rights Issue. Vator Securities AB acts as issuing agent in connection with the Rights Issue.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
Email: info@naviacf.se
Telephone: +46 010-148 76 80
www.naviacorporatefinance.com