Kollect completes a directed issue of approximately SEK 9 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The Directed Issue

The board of directors of Kollect has, based on the authorization given by the extraordinary general meeting on June 17, 2020, and after a completed accelerated book-building procedure, resolved on and carried out a Directed Issue of 900 000 units, each unit consisting of one (1) share and one (1) warrant of series TO1. The subscription price in the Directed Issue was set to SEK 10.00 per unit, corresponding to SEK 10.00 per share. The warrants are issued free of charge. The Company will initially receive approximately SEK 9 million from the Directed Issue before deduction of transaction costs.

The subscription price was determined through an accelerated book-building procedure targeted at qualified investors, conducted by Mangold Fondkommission AB. Therefore, it is the board of directors’ assessment that the Directed Issue is in accordance with market conditions.

The rationale for carrying out the Directed Issue and for the deviation from the shareholders’ preferential rights is to secure financing in a time- and cost-effective manner, and to diversify the shareholder base. The Company intends to use the proceeds from the Directed Issue primarily to acquire a company active in waste disposal. The acquisition will enable Kollect to strengthen its market position and increase revenue within the wase drop-off segment.

The Directed Issue entails a dilution of 15.3 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will increase by 900,000 from 4,985,610 to 5,885,610. The share capital will increase by SEK 225,000.0 from SEK 1,246,402.5 to SEK 1,471,403.5.

The Directed Issue will be registered after the warrants of series TO1, issued to current shareholders, are registered. This entails that investors in the Directed Issue and the lender will not receive additional warrants through preferential rights.

The Loan

In connection with the Directed Issue, the Company has also entered into a bridging loan agreement of SEK 3 million (the ”Loan”) with Formue Nord Fokus A/S (”the Lender”). The Loan is procured at market conditions with a 5.0 percent set-up fee and an interest rate of 1.0 percent per initiated 30-day period. The Lender will receive 300,000 warrants of series TO1 and the Loan shall be repaid with the proceeds from the warrants.

Warrants to current shareholders in Kollect

The board of directors of Kollect has decided to issue warrants of series TO1 (same series as in the Directed Issue and the Loan) to the Company, which on the record date will be given free of charge to current shareholders in Kollect. The warrants will, to some extent, compensate shareholders in the Company for the dilution from the Directed Issue.

The record date for the warrants of series TO1 will be announced separately, as soon as the warrants are registered with the Swedish Companies Registration Office. The shareholders in Kollect will receive one (1) warrant of series TO1 for every two (2) held shares on the record day, round down will be applied. A total of 2,492,805 warrants of series TO1 will be issued and given to the shareholders in Kollect.

Terms and information regarding warrants of series TO1

A total of 3,692,805 warrants of series TO1 will be issued, where 900,000 are given to investors in the Directed Issue, 300,000 to the Lender and 2,492,805 are given to current shareholders in the Company.

Each warrant of series TO1 will give the holder the right to subscribe for one (1) new share in Kollect at a subscription price corresponding to 70 percent of the average volume-weighted share price according to Nasdaq First North Growth Market’s official price statistics during the period from July 26, 2021 to August 6, 2021. The subscription price shall not exceed SEK 15.00 per new share (which is 50% above the subscription srice in the Directed Issue), and not be less than the quoted value of the Company’s share. The exercise period to subscribe for new shares with warrants from series TO1 will be from August 9, 2021 to August 20, 2021.

Warrants of series TO1 will, upon full exercise, give the Company the opportunity to raise up to a maximum of approximately SEK 55.4 million, depending on the subscription price.

Upon full exercise of the warrants of series TO1, the dilution will amount to approximately 38,6 percent, in proportion to the number of shares after the registration of the Directed Issue.

The Company will apply for admission to trading of the warrants of series TO1 on Nasdaq First North Growth Market as soon as it is possible after the registration of the Directed Issue and the allotment to current shareholders and the Lender has been completed.

Advisers

Mangold Fondkommission AB is acting as sole bookrunner and financial adviser and Eversheds Sutherland Advokatbyrå AB is legal adviser in connection with the Directed Issue.

___________
August 26 2020
Kollect on Demand Holding AB (publ)
The Board of directors

N.B. This English text is an unofficial translation of the Swedish original of the press release, and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

For more information about Kollect:
John O’Connor, CEO
E-mail: john@kollect.ie
Telephone: +353 871 218 907
www.kollect.ie

Certified Adviser
Mangold Fondkommission AB
Telefon: + 46 8 5030 1550
E-post: CA@mangold.se

About Kollect

Founded in Waterford, Ireland, Kollect is an innovator and disruptor in the waste industry listed on the Nasdaq First North Growth Market (symbol: KOLL). Mangold Fondkommission AB is the Company’s acting Certified Adviser (Tel. + 46 8 5030 1550, CA@mangold.se, www.mangold.se).

The Company services two types of customers: those who arrange to have waste collected via the online Kollect booking engine; and those who use BIGbin smart compactor bins for waste drop-off.

Waste collection services include domestic door-to-door bin collection, commercial bin collection, skip (container) hire, skip bags and junk removal such as furniture and other large objects.

For more information, visit www.kollect.ie.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Kollect in any jurisdiction, neither from Kollect nor from someone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Kollect. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Mangold Fondkommission AB is acting for Kollect in connection with the Directed Issue and no one else and will not be responsible to anyone other than Kollect for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Kollect has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.