Kollect on Demand Holding AB (publ) intends to carry out a directed issue of units and enter into a loan agreement

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.

Kollect intends to, with deviation from the shareholders’ preferential rights and with authorization from the extraordinary meeting held on June 17, 2020, implement a directed unit issue of SEK 9 million (the “Directed Issue”). One unit consists of one (1) share and one (1) warrant of series TO1. Kollect has engaged Mangold Fondkommission AB to investigate the terms for the Directed Issue through a so-called accelerated book-building procedure. In connection with the Directed Issue, the Company has also decided to enter into a bridging loan agreement of SEK 3 million (the ”Loan”) with Formue Nord Fokus A/S (”the Lender”). The Loan will be 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 warrants of series TO1 and the Loan will be repaid with the proceeds from the warrants.

The proceeds from the Directed Issue and the Loan is intended to be used to fund an acquisition. More information regarding the acquisition and the Letter of Intent is to be found in a separate press release, published today, August 26 2020.

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 to acquire a company active in waste disposal. The acquisition will enable Kollect to strengthen its market position and increase revenue within the waste drop-off segment.

The subscription price and the number of units in the Directed issue are to be determined by the accelerated book-building procedure. The board of directors’ assessment is that the subscription price in the Directed Issue will be in accordance with market conditions, since it will be determined through an accelerated book-building procedure.

If the Directed Issue is completed, the board of directors of Kollect intends to issue warrants of series TO1 (same series as in the Directed Issue and the Loan) to be allotted to current shareholders in the Company. The warrants of series TO1 are intended to be admitted to trading on Nasdaq First North Growth Market.

The book-building procedure will begin no earlier than publication of this press release. Thereafter, the board of directors in the Company will decide on the Directed Issue and the allotment of units before the opening of Nasdaq First North Growth Market on August 27, 2020. Payment for units in the Directed Issue will be paid in cash.

The Directed Issue is subject to a resolution by the board of directors of Kollect and can be cancelled at any time or be implemented with other terms than what is described above.

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.

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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.