Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Sällanköp |
Industri | Betting |
NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEELAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR OTHER MEASURE PURSUANT TO APPLICABLE LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
ACROUD AB (publ) ("Acroud" or the "Company") announces that it today is initiating a voluntary debt to equity swap offer to the bondholders (the "Bondholders") of its outstanding bonds 2022/2028 with ISIN SE0017562481 (the "Bonds") pursuant to which the Bondholders may convert Bonds to new shares in Acroud.
Reference is made to the terms and conditions of the Bonds (with an outstanding aggregate amount of SEK 80,812,386) issued by Acroud initially on 5 July 2022 in accordance with the terms and conditions for the Bonds (as amended and restated on 24 January 2025) (the "Terms and Conditions").
Acroud has today initiated a voluntary debt to equity swap offer to the Bondholders by sending a notice to all Bondholders for a voluntary debt to equity swap in accordance with Clause 11.8 (Voluntary Debt to Equity Swap) of the Terms and Conditions (the "Voluntary Offer").
The Company is offering Bondholders to convert all, or only some, of their Bonds into newly issued ordinary shares in the Company for a fixed subscription price of SEK 0.25 per share (the "Shares"). Payment of the subscription price will be made with Bonds by way of set-off for Shares at a price per Bond equal to one hundred (100.00) per cent. of the nominal amount together with accrued but unpaid interest (including deferred interest) up to and including the Settlement Date (as defined below).
The Voluntary Offer expires at 12:00 CET on 11 March 2025. Payment of the Shares in the Voluntary Offer is expected to occur on or about 17 March 2025 (the "Settlement Date") and the Shares are expected to be delivered between 20 March 2025 and 26 March 2025. Subscription to participate in the Voluntary Offer can be made during the period 20 February 2025 - 11 March 2025 (15:00 CET) in accordance with the instructions set out in the notice of Voluntary Offer (the "Notice"). Any Bonds used as payment for Shares under the Voluntary Offer will be immediately and irrevocably cancelled.
For more information regarding the Voluntary Offer and detailed instructions on how to participate in the Voluntary Offer, please see the Notice on the Company's website.
For further information, please contact:
Robert Andersson, President and CEO
+356 9999 8017
Andrzej Mieszkowicz, CFO
+356 9911 2090
ACROUD AB (publ)
Telephone: +356 2132 3750/1
E-mail: info@acroud.com
Website: www.acroud.com
Certified Adviser: FNCA Sweden AB, info@fnca.se
From May 2024 (Q1 Report) Acroud has changed reporting and company language to English. This means that Interim Reports and the correlated press releases will be issued in English only.
About ACROUD AB
ACROUD is a fast-growing global challenger that operates and develops comparison and news sites within Poker, Sports Betting and Casino. Acroud also offers SaaS solutions for the iGaming affiliate industry. In past years, a number of companies have joined the ride and thus several experienced individuals in the industry leads Acroud's journey to become "The Mediahouse of The Future". Our mission is to connect people, Content Creators (Youtubers, Streamers, Affiliates) and businesses. We are growing fast and remain a leading global player in the industry with just over 70 people in Malta, United Kingdom, Denmark and Sweden. Acroud has been listed on the Nasdaq First North Growth Market since June 2018.
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may be subject to restrictions in certain jurisdictions. The recipients of this press release in jurisdictions where this press release has been released, distributed or published shall inform themselves of and follow such restrictions. The recipients of this press release are 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 Acroud in any jurisdiction, neither from Acroud nor from someone else.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in newly issued shares. Any investment decision in connection with the new issue must be made on the basis of all publicly available information relating to Acroud and Acroud's securities. Such information has not been independently verified by Acroud. The information in this press release only aims to provide background information and does not claim to be full or complete. No reliance, regardless of purpose, should be placed to the information in this press release or its accuracy or completeness.
This press release does not constitute a recommendation for any investors' decisions regarding the issuance. Each investor or potential investor should conduct its own examination, analysis and evaluation of the business and information described in this press release and publicly available information. The price and value of securities and any income from them can increase as well as decrease and you could lose your entire investment. Past performance is not a guide to future performance.
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 U.S. 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, except as regards "Qualified Institutional Buyers" (QIB) within the meaning of Rule 144A under the U.S. 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 released, distributed or published, directly or indirectly, in whole or in part, in or into United States (including its territories and possessions), the United Kingdom, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zeeland or any other jurisdiction where release, distribution or publication 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 (together with associated delegated regulations and implementing regulations, the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acroud has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the issuance. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom this press release, including any other information regarding the securities as mentioned here, is distributed and directed only, and an investment or investment activity attributable to this document is only available to, and will be used by, "qualified investors" (as defined in the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) who are (i) investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity which this communication relates is available only to, and will be engaged only with, Relevant Persons in the United Kingdom. Persons who are not Relevant Persons shall not act on, or rely on, this press release.
Forward looking statements
This press release contains certain forward looking statements that reflect Acroud's current beliefs or expectations about future events and financial and operational achievements, including statements about guidance, planning, prospects and strategies. Words like "intend", "estimate", "expect", "plan", "can" and similar expressions about indications or predictions about future development or trends which are not based on historical facts constitutes forward looking statements. Even if Acroud believes that these statements are based on reasonable assumptions and expectations, Acroud cannot give any warranties for any such forward looking statements will be materialised. Since these forward looking statements involve both known and unknown risks and uncertainties, the actual outcome can be essentially different compared to the forward looking statement. Forward looking statements in this press release only apply at the time for the press release and may be changed without notice. Acroud does not undertake any obligation to publicly update or revise any forward looking statement as a result of new information, future events or anything else, if it is not required by applicate law or rules at the stock exchange.
Information to distributors
For the purposes of fulfilling the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and in order to disclaim all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Acroud have been subject to a product approval process, which has determined that (i) the target market for the shares in the EEA is eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the shares to eligible counterparties and professional clients are appropriate (the "Target Market Assessment"). Any person subsequently offering, selling or recommending the shares (a "Distributor") should take into consideration the manufacturers' Target Market Assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own Target Market Assessment in respect of the shares (by either adopting or refining the manufacturers' Target Market Assessment) and determining appropriate distribution channels.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the new issue of shares.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Acroud.
Each Distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in Acroud and to resolve on suitable distribution channels.