Lund, April 25, 2016 – The Board of Directors of Anoto Group AB (publ) (“Anoto” or the “Company”) has determined the terms and the subscription price for the rights issue that the Board of Directors resolved on March 23, 2016, subject to approval by the Extraordinary General Meeting.
Summary
- Shareholders in Anoto as of the record date on May 2, 2016 have preferential rights to subscribe for one (1) new share for every one (1) share held
- The subscription price is SEK 0.15 per share, which represents a total rights issue proceeds of not more than approximately SEK 160 million
- The subscription period runs from and including May 4, 2016, up to and including May 19, 2016
- The rights issue is fully underwritten by a combination of larger shareholders in Anoto and external investors
- The rights issue is subject to approval by the Extraordinary General Meeting, which will be held on April 27, 2016
The rights issue
Those who on the record date of May 2, 2016 are registered as shareholders in Anoto have preferential subscription rights to subscribe for one (1) new share for every (1) existing share held. Each (1) share in Anoto entitles the holder to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price has been set to SEK 0.15 per share, which assumes a fully subscribed rights issue corresponding to total proceeds of SEK 160 million before transaction costs. Up to 1,066,193,826 new shares will be issued, which at a full subscription represents a share capital increase of SEK 21,323,876.52 to a total of SEK 42,647,753.04.
The rights issue is subject to approval by the Extraordinary General Meeting, which will be held at 09:00 CET on April 27, 2016 at the Company’s office on Mobilvägen 10 in Lund. The notice to the Extraordinary General Meeting was given March 30, 2016, was made public through a press release on March 24, 2016 and is available on the Company’s website (www.anoto.com).
Subscription undertakings and underwriting commitments
The largest shareholder, Solid, representing 3.9 percent of the outstanding shares in the Company, has agreed to vote in favour of the share issue at the upcoming Extraordinary General Meeting. The Company’s CEO, Joonhee Won, have entered into an agreement to subscribe for the pro rate share of Solid in the rights issue, corresponding to approximately 3.9 percent of the rights issue. Also, Jörgen Durban, the Chairman of the Board of Anoto, and Henric Ankarcrona, a member of the Board of Anoto, have undertaken to subscribe for their pro rata shares in the rights issue, corresponding to approximately 0.3 percent and 0.1 percent of the rights issue, respectively. In total, existing shareholders have undertaken to subscribe for shares corresponding to 4.2 percent of the rights issue.
An underwriting consortium, including Carnegie, Henric Ankarcrona and a number of institutional and private investors, has undertaken to underwrite the remaining amount, making the rights issue fully underwritten.
Prospectus
Full information regarding the rights issue will be included in a prospectus which will be completed and expected to be published on May 2, 2016.
Preliminary timetable for the rights issue
| April 27, 2016 | Extraordinary General Meeting of shareholders to approve the rights issue resolved by the Board of Directors |
| May 2, 2016 | Estimated date of publication of the prospectus |
| May 2, 2016 | Record date for participation in the rights issue, i.e. shareholders registered in the share register of Anoto as of this date will receive subscription rights for participation in the rights issue |
| May 4-May 17, 2016 | Trading in subscription rights |
| May 4-May 19, 2016 | Subscription period |
| May 24, 2016 | Announcement of preliminary outcome |
Financial and legal advisors
Carnegie is acting as financial advisor and Setterwalls is acting as legal advisor to Anoto. Baker & McKenzie is acting as legal advisor to Carnegie.
For further information, please contact:
Jörgen Durban, Chairman of the Board of Directors
Joonhee Won, CEO
For more information about Anoto, please visit www.anoto.com or email ir@anoto.com
Anoto Group AB (publ)
Reg.No. 556532-3929, Mobilvägen 10, SE- 223 62 Lund
Tel. +46 46 540 12 00
The information above has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08:00 am (CET) on April 25, 2016.
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Anoto. Any invitation to the persons concerned to subscribe for shares in Anoto will only be made through the prospectus that Anoto estimates to publish on or around 2 May 2016.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the U.S. Securities Act of 1933, as amended, (“Securities Act”), or securities legislation in any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an available exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain forward-looking statements which reflect Anoto’s current view on future events and financial and operational development. The words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or similar expressions regarding indications or prognoses of future developments or trends and which are not statements based on historical facts constitute forward-looking information. Although Anoto believes that these statements are based on reasonable assumptions and expectations, Anoto cannot give any assurances that such statements will materialize. Forward-looking statements are in its nature involved with both known and unknown risks and uncertainties, since it is depending on future events and circumstances. Forward-looking statements do not constitute any representations and warranties and the outcome could differ materially from the information set out in the forward-looking statements.
About Anoto
Anoto is a global leader in digital writing and drawing solutions. Its technology enables high-precision pen input on nearly any surface. Anoto is present around the world through a global network of strategic licensing partners that deliver user-friendly writing and drawing solutions for effective collection, transfer and storage of data. Anoto is traded on the Small Cap list of Nasdaq Stockholm under ANOT.
