The Board of Directors in VNV Global resolves on a fully covered rights issue of approximately SEK 328 million to finance a secondary share purchase in BlaBlaCar
Kurs & Likviditet
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Finans |
| Industri | Investeringar |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND, SINGAPORE, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors in VNV Global AB (publ) ("VNV Global" or the "Company") has today, on 23 March 2023, resolved on a fully covered rights issue of common shares of approximately SEK 328 million (the "Rights Issue"), on the basis of the authorization granted at the Company’s annual general meeting held on 12 May 2022. The subscription price has been determined to SEK 20 per common share. Holders of common shares in VNV Global on the record date on 18 April 2023 will for each seven (7) existing shares receive a preferential right[1] to subscribe for one (1) new common share. The Company’s largest shareholders, Acacia Partners and E. Öhman J:or Aktiebolag as well as Black Ice Capital Limited, have undertaken to subscribe for common shares in the Rights Issue, corresponding to their respective pro rata share, for an aggregate amount of approximately SEK 129.7 million, corresponding to approximately 39.5 percent of the Rights Issue. Additionally, Baillie Gifford & Co has expressed its intention to subscribe for its pro rata share, for an amount of approximately SEK 17.9 million, corresponding to approximately 5.5 percent of the Rights Issue. The existing shareholders E. Öhman J:or Aktiebolag and Black Ice Capital Limited have provided guarantee commitments on customary terms that in total amounts to SEK 198.6 million, corresponding to approximately 60.5 percent of the Rights Issue.[2] Accordingly, the Rights Issue is covered in its entirety by the above-mentioned subscription undertakings and guarantee commitments. The rights issue is being proposed to finance a secondary share purchase in the portfolio company BlaBlaCar in the amount of EUR 25 million.
”BlaBlaCar is the company in our portfolio whose core business is most reminiscent of the holy grail of network effects, classifieds, where the liquidity in between a very fragmented supply and a very fragmented demand yields very high barriers to entry. As we are trading at a historically large discount to NAV, a rights issue is the only mechanism available, despite pricing this at market without the traditional discount, giving all shareholders the ability to pick up their pro rata share, which I also intend to do for my holding in the company. In order to complete the transaction versus the sellers of BlaBlaCar, we have received strong support from our larger shareholders taking up their pro rata share in the rights issue as well as providing guarantee commitments for the part that is not yet spoken for. In short, I am confident that this acquisition will more than make up for the upside in our stock versus our NAV, and beyond that continue to compound in line with our targeted returns.”, says Per Brilioth, CEO of VNV Global.
Summary
- The Board of Directors in VNV Global has today, on the basis of the authorization granted at the Company’s annual general meeting held on 12 May 2022, resolved on the Rights Issue.
- Upon full subscription in the Rights Issue, VNV Global will receive approximately SEK 328 million before deductions for costs related to the Rights Issue.
- The net proceeds are intended to be used to finance a EUR 25 million secondary share purchase in BlaBlaCar, a transaction which is conducted at a discount to recently completed transactions in the BlaBlaCar share and, according to VNV Global’s management, at a value well below the fair value of BlaBlaCar.
- The subscription price in the Rights Issue is SEK 20 per common share.
- Existing holders of common shares receive one (1) subscription right[3] for each share held on the record date on 18 April 2023. Seven (7) subscription rights entitle the holder to subscribe for one (1) new common share.
- The subscription period in the Rights Issue takes place from 20 April 2023, up to and including 4 May 2023.
- The Company’s largest shareholders, Acacia Partners and E. Öhman J:or Aktiebolag as well as Black Ice Capital Limited, have undertaken to subscribe for common shares in the Rights Issue, corresponding to their respective pro rata share, which in total aggregate to an amount of approximately SEK 129.7 million, corresponding to approximately 39.5 percent of the Rights Issue. The Board of Directors and senior management of the Company are prevented, under applicable rules on market abuse, from entering into undertakings to subscribe for shares in the Rights Issue, as a result of VNV Global being in a so-called closed period until the publication of VNV Global’s interim report for the first quarter of 2023. However, the members of the senior management have stated their intention to enter into subscription undertakings following the publication of the interim report for the first quarter of 2023.
- Baillie Gifford & Co has expressed its intention to subscribe for its pro rata share, for an amount of approximately SEK 17.9 million, corresponding to approximately 5.5 percent of the Rights Issue.
- The existing shareholders E. Öhman J:or Aktiebolag and Black Ice Capital Limited have provided guarantee commitments on customary terms that in total amount to SEK 198.6 million, corresponding to approximately 60.5 percent of the Rights Issue.[4] Accordingly, the Rights Issue is covered in its entirety by the above-mentioned subscription undertakings and guarantee commitments.
Background and reasons
VNV Global continuously evaluates potential new investments and the Company sees an increasing proportion of interesting opportunities in its focus areas where the conditions for achieving good returns are assessed as good.
During the fourth quarter of 2022, the Company's convertible loan in BlaBlaCar was converted into shares, which increased the ownership in BlaBlaCar to approximately 10.5 percent. BlaBlaCar, which constitutes the Company's largest holding, is a carpooling platform for longer trips – a global group with more than 100 million members in 22 countries. The platform connects people who want to travel long distances with drivers travelling on the same route, so they can travel together and share the cost. BlaBlaCar has developed a multimodal offering beyond long distance carpooling as it also runs a daily commute carpooling app, operates long-distance buses in France and on cross-border trips, and runs a bus marketplace in Eastern Europe and Brazil.
BlaBlaCar recorded net revenues and gross profit for the twelve months ended 31 December 2022 which indicated a doubled growth of both net revenues and gross profit compared to the previous year. BlaBlaCar expects to generate positive EBITDA for the full year 2023. BlaBlaCar ended 2022 with six million unique active drivers and 26 million unique active passengers traveling with BlaBlaCar, filling a total of 64 million seats on the roads during the year. VNV Global has been invested in BlaBlaCar since 2015 and has a representative on the company's Board of Directors. As of 31 December 2022, VNV Global values its 10.5 percent ownership in BlaBlaCar at USD 141.9 million, based on a forward-looking EV/revenue model.
BlaBlaCar has proven to be the most profitable asset in VNV Global’s portfolio, and through the investment VNV Global will increase its ownership to approximately 14.1 percent. VNV Global believes that BlaBlaCar is well on its way to building a valuable platform for transport, similar to what AirBnB has built for accommodation. As an early investor in BlaBlaCar, VNV Global would like to further increase its involvement in the company and continue to support the company’s management on in its journey to change the travel industry.
Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 328 million before deductions for costs related to the Rights Issue. The net proceeds are intended to be used to finance a EUR 25 million secondary share purchase in BlaBlaCar, a transaction which is conducted at a discount to recently completed transactions in the BlaBlaCar share and, according to VNV Global’s management, at a value well below the fair value of BlaBlaCar.
The Rights Issue
On the record date on 18 April 2023, holders of common shares who are registered in the share register of VNV Global receives one (1) subscription right for each share held in the Company. The subscription right entitles the holder to subscribe for new common shares with preferential rights. Seven (7) subscription rights entitle the holder to subscribe for one (1) new common share. Holders of series C 2019-shares, series C 2020-shares, series C 2021-shares and series C 2022-shares that have been issued as part of the incentive programs that are outstanding in the Company (“Incentive Shares”) have entered into prior written commitments in which they have undertaken to refrain from subscribing for shares and relinquished their subscriptions rights attributable to their Incentive Shares. Subscription rights attributable to the Incentive Shares will therefore not be allotted and thus not be part of the Rights Issue. The subscription price is SEK 20 per common share, which means that VNV Global will receive gross proceeds of approximately SEK 328 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of common shares without the support of subscription rights.
Provided that the Rights Issue is fully subscribed, the number of shares in VNV Global will increase by 16,412,638, from 119,149,152 to 135,561,790, and the share capital will increase by a maximum of SEK 1,662,409.30, from SEK 12,068,423.00 to SEK 13,730,832.30.[5] Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 12.1 percent through the Rights Issue (based on the total outstanding shares in the Company after the Rights Issue). These shareholders have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights received in the Rights Issue.
The last day of trading in VNV Global’s shares including the right to receive subscription rights in the Rights Issue is 14 April 2023. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 17 April 2023. The subscription period, with or without the support of subscription rights, runs from 20 April 2023 up to and including 4 May 2023. Trading in subscription rights will take place on Nasdaq Stockholm during the period from 20 April 2023 up to and including 28 April 2023 and trading in BTA (paid subscribed share) will take place on Nasdaq Stockholm during the period from 20 April 2023 up to and including 16 May 2023.
The complete terms and conditions of the Rights Issue and information about the Company will be presented in a prospectus that is expected to be published on the Company's website around 19 April 2023.
Subscription undertakings, subscription intentions and guarantee commitments
The Company’s largest shareholders, Acacia Partners and E. Öhman J:or Aktiebolag as well as Black Ice Capital Limited, have undertaken to subscribe for common shares in the Rights Issue, corresponding to their respective pro rata share, which in total aggregate to an amount of approximately SEK 129.7, corresponding to approximately 39.5 percent of the Rights Issue. Additionally, members of the senior management have stated their intention to enter into subscription undertakings following the publication of the interim report for the first quarter of 2023.
Additionally, Baillie Gifford & Co has expressed its intention to subscribe for its pro rata share, for an amount of approximately SEK 17.9 million, corresponding to approximately 5.5 percent of the Rights Issue.
The existing shareholders E. Öhman J:or Aktiebolag and Black Ice Capital Limited have provided guarantee commitments on customary terms that in total amount to SEK 198.6 million, corresponding to approximately 60.5 percent of the Rights Issue.[6] Accordingly, the Rights Issue is covered in its entirety by the above-mentioned subscription undertakings and guarantee commitments.
A guarantee fee will be paid to the guarantors of five (5) percent of the guaranteed amount in cash. No fee is to be paid for the subscription undertakings that have been entered into. Neither the subscription undertakings nor the guarantee commitments are secured by bank guarantees, escrow funds, pledges or similar arrangements.
Further information regarding parties who have entered into subscription undertakings and guarantee commitments will be presented in the prospectus and the press release in connection with the approval of the prospectus to be made public before the commencement of the subscription period.
Lock-up undertakings
Prior to the execution of the Rights Issue, the Board of Directors and senior management of the Company have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell securities in the Company. The lock-up undertaking will apply for a period of 90 days after the end of the subscription period.
Furthermore, the Company has undertaken towards Carnegie Investment Bank AB (publ) and Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of 180 days after the end of the subscription period in the Rights Issue.
Indicative timetable
| Last day of trading in shares including right to receive subscription rights | 14 April 2023 |
| First day of trading in shares excluding right to receive subscription rights | 17 April 2023 |
| Record date for the Rights Issue | 18 April 2023 |
| Planned publishing date of prospectus | 19 April 2023 |
| Trading in subscription rights | 20 April – 28 April 2023 |
| Subscription period | 20 April – 4 May 2023 |
| Trading in BTAs (paid subscribed share) | 20 April – 16 May 2023 |
| Expected announcement of the preliminary outcome in the Rights Issue | 4 May 2023 |
Prospectus
A prospectus and a subscription form will, before the subscription period commences, be made available on VNV Global’s website, www.vnv.global and on Carnegie Investment Bank AB (publ)’s website, www.carnegie.se as well as on Pareto Securities AB’s website, www.paretosec.com.
Financial reporting brought forth
To ensure that VNV Global’s interim report for the first quarter of 2023 is made public prior to the publication of the prospectus for the Rights Issue and the commencement of the subscription period, the Board of Directors of the Company has resolved to change the date for its publication to 4 April 2023. Previously communicated date was 20 April 2023.
Advisers
Carnegie Investment Bank AB (publ) and Pareto Securities AB act as Joint Global Coordinators and Bookrunners. Advokatfirman Vinge and Milbank LLP are legal advisers to the Company in connection with the Rights Issue.
[1] Holders of series C 2019-shares, series C 2020-shares, series C 2021-shares and series C 2022-shares that have been issued as part of the incentive programs that are outstanding in the Company (“Incentive Shares”) have entered into prior written commitments in which they have undertaken to refrain from subscribing for shares and relinquish their subscription rights attributable to their Incentive Shares. Subscription rights attributable to the Incentive Shares will not be allotted and thus not be part of the Rights Issue.
[2] The guarantee commitments will be correspondingly reduced in the event the Company receives subscription undertakings from its senior management and such undertakings must be obtained prior to the publication of the prospectus and described in the prospectus for the Rights Issue. Per Brilioth (CEO), Nadja Borisova (CFO), Anders Börjesson (General Counsel) and Björn von Sivers (Investment Manager) have stated their intentions to enter into subscription undertakings following the publication of the Company’s interim report for the first quarter of 2023. Together, these intended subscription undertakings amount to a total of approximately SEK 5.2 million, corresponding to approximately 1.6 percent of the Rights Issue.
[3] Holders of Incentive Shares have entered into prior written commitments in which they have undertaken to refrain from subscribing for shares and relinquish their subscription rights attributable to their Incentive Shares. Subscription rights attributable to the Incentive Shares will therefore not be allotted to holders of Incentive Shares and thus not be part of the Rights Issue. All calculations in the press release exclude the subscription rights related to the aforementioned Incentive Shares.
[4] The guarantee commitments will be correspondingly reduced in the event the Company receives subscription undertakings from its senior management and such undertakings must be obtained prior to the publication of the prospectus and described in the prospectus for the Rights Issue. Per Brilioth (CEO), Nadja Borisova (CFO), Anders Börjesson (General Counsel) and Björn von Sivers (Investment Manager) have stated their intentions to enter into subscription undertakings following the publication of the Company’s interim report for the first quarter of 2023. Together, these intended subscription undertakings amount to a total of approximately SEK 5.2 million, corresponding to approximately 1.6 percent of the Rights Issue.
[5] As of the date of this press release, the Company has a total of 119,149,152 shares outstanding, consisting of 114,888,469 common shares and 4,260,683 Incentive Shares (of which 2,008,545 are series C 2019-shares, 502,138 are series C 2020-shares, 560,000 are series C 2021-shares and 1,190,000 are series C 2022-shares). Holders of Incentive Shares have entered into prior written commitments in which they have undertaken to refrain from subscribing for shares and relinquish their subscription rights attributable to their Incentive Shares. Subscription rights attributable to the Incentive Shares will therefore not be allotted to holders of Incentive Shares and thus not be part of the Rights Issue. All calculations in the press release exclude the subscription rights related to the aforementioned Incentive Shares.
[6] The guarantee commitments will be correspondingly reduced in the event the Company receives subscription undertakings from its senior management and such undertakings must be obtained prior to the publication of the prospectus and described in the prospectus for the Rights Issue. Per Brilioth (CEO), Nadja Borisova (CFO), Anders Börjesson (General Counsel) and Björn von Sivers (Investment Manager) have stated their intentions to enter into subscription undertakings following the publication of the Company’s interim report for the first quarter of 2023. Together, these intended subscription undertakings amount to a total of approximately SEK 5.2 million, corresponding to approximately 1.6 percent of the Rights Issue.