NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Lund, December 2, 2016 – Anoto Group AB (publ) (“Anoto” or the “Company”) today announces the launch of an offering (the “Offering”) of up to SEK 45 million of senior unsecured convertible bonds due 2018 (the “Bonds”). As described in more detail below, approximately SEK 42 million has already been committed. The Bonds will be convertible into new shares of the Company. As previously announced in Anoto’s interim report for the third quarter 2016, the proceeds from the Offering will give the Company the required funds to support future business operations. This funding is another important milestone on Anoto’s path to financial strength.
The Bonds may only be subscribed for by certain institutional or other professional investors in Sweden or abroad. The minimum investment amount is SEK 1,000,000.
The Bonds are expected not to carry any coupon, i.e. no interest will be paid, and have a conversion price of SEK 0.135. The final terms of the Bonds are expected to be announced on December 5, 2016. When determining the conversion price, the Board of Directors will consider, inter alia, that no security will be provided in respect of the Bonds, that the conversion loan will be interest free, that no commission will be paid to investors for their subscription commitments and that investors will enter into a lock-up undertaking whereby no shares issued upon conversion of the Bonds may be sold for a period of 180 calendar days as from the Settlement Date (as defined below).
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously converted, mature on December 5, 2018. Settlement of the Bonds is expected to take place on December 5, 2016 (the “Settlement Date”). Anoto does not intend to make any application for the Bonds to be admitted to trading on any regulated or non-regulated market. As a consequence of the relatively small size of the transaction, the Company has decided not to engage any investment bank or securities broker for the placing of the Bonds. This means that no commissions will be deducted from the proceeds of the Offering.
The Bonds will be offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws, rules and regulations.
Anoto has currently received subscription commitments from investors representing approximately SEK 33 million. If the Offering is not fully subscribed for, the Board of Directors will separately resolve to issue convertible bonds up to approximately SEK 9 million directed to Inhye Kim, who is a short term lender to Anoto. The terms of any convertible bonds issued to Inhye Kim will be identical with the terms of the Bonds, as detailed above, and Inhye Kim has provided Anoto with a subscription commitment to subscribe for convertible bonds up to approximately SEK 9 million. However, payment for the convertible bonds will be through set-off against part of a 2.4 million Singapore dollars (SGD) (approximately SEK 15.5 million) loan provided by Inhye Kim to Anoto. Inhye Kim is married to Joonhee Won, CEO and board member of Anoto. Joonhee Won will therefore not participate in the resolution to issue the convertible bond directed to Inhye Kim and the resolution by the Board of Directors will also be subject to approval by the General Meeting of Anoto, expected to take place the beginning of January 2017. A valid resolution by the General Meeting must be supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the General Meeting.
For further information, please contact:
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
This information is information that Anoto Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17:31 CET on December 2, 2016.
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.
DISCLAIMER
NO ACTION HAS BEEN TAKEN BY THE ISSUER OR ANY OF ITS AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”). THE ISSUER DOES NOT MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
