Alpcot has decided to carry out a private placement of approximately SEK 35 million

Charlie Taylor

Not for publication, publication or distribution, wholly or partially, directly or indirectly, in or to the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or any other jurisdiction where such publication, publication or distribution would not BE COMPATIBLE WITH APPLICABLE REGULATIONS OR REQUIRE REGISTRATION OR SIMILAR MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
The Board of Directors of Alpcot Holding AB (publ) (“Alpcot” or “the Company”) has, in accordance with the intention announced in the Company’s press release earlier today, decided to carry out a directed new issue of 15,300,000 Series B shares, corresponding to approximately 35 million SEK (the “Directed New Issue”). The subscription price for the shares in the Directed
The new share issue amounted to SEK 2.30 per share. The private placement was oversubscribed and a large number of Swedish and international investors participated. In addition, Alpcot Limited, a company owned by Alpcot’s management, board and employees, Alpcot’s CEO, Björn Bringes, and Chairman of the Board, Katre Saard, participated in the Private Placement. The part of the Private Placement that is directed at Alpcot Limited, CEO and Chairman of the Board of the Company is subject to approval by the Annual General Meeting, which is planned to be held around 31 May 2022.Published: March 30, 2022, 22:00 In accordance with the intention announced in the Company’s press release earlier today, the Board of Directors of Alpcot has decided to carry out a directed new issue of 15,300,000 Series B shares. The subscription price per new share in the Private Placement amounted to SEK 2.30 and has been determined through an accelerated bookbuilding procedure carried out by Pareto Securities AB (“Pareto Securities”) As Sole Manager and Bookrunner. Prior to the decision on the Private Placement, the Board has placed great emphasis on the subscription price as a whole being market-based in relation to the prevailing share price. The subscription price per share in the Private Placement corresponds to a discount of approximately 7.2 percent compared with the volume-weighted average price on the Nasdaq First North Growth Market on March 30, 2022. It is therefore the Board’s assessment that the terms of the Private Placement and the subscription price are secured in a market manner. Through the Private Placement, Alpcot will receive approximately SEK 35 million before issue costs. The private placement was oversubscribed and a large number of Swedish and international investors participated. In addition, Alpcot Limited, a company owned by Alpcot’s management, board and employees, Alpcot’s CEO, Björn Bringes, and Chairman of the Board, Katre Saard, participated in the Private Placement. The part of the Private Placement that is directed to Alpcot Limited, CEO and Chairman of the Board of the Company is subject to approval by the Annual General Meeting, which is planned to be held around 31 May 2022. The part of the Private Placement that is not directed to Alpcot Limited, CEO and Chairman of the Board of the Company is intended to be carried out with the support of the authorization from the Extraordinary General Meeting held on November 9, 2021. The Company intends to use the net proceeds from the Private Placement to finance i) potential acquisitions in the finance and IT industry. occupational pension plans and / or provide investment advice to private clients; (ii) further development of the product portfolio; and (iii) general business objectives to support growth opportunities. Alpcot Limited, which holds approximately 70 percent of the total number of shares and approximately 88 percent of the number of votes in Alpcot, has undertaken to vote at the Annual General Meeting for the part of the Private Placement that is subject to approval by the Annual General Meeting. The Private Placement has been carried out as a private placement with deviation from the shareholders’ preferential rights as the Board has judged that the need for additional capital is so limited that the costs of a rights issue would be high in relation to the acquired capital. Furthermore, the length of time to carry out a rights issue could risk leading to the Company losing potential acquisition and investment opportunities. In the choice of issue type, the Board has assessed it as positive that Alpcot’s ownership base, through the Private Placement, will be further diversified among Swedish and international owners as well as other qualified investors. After careful consideration, the Board’s overall assessment is that the reasons for carrying out the Private Placement in this way outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that a new issue deviating from the shareholders ‘preferential rights is thus in the Company’s and all shareholders’ interests. Through the Private Placement, the number of outstanding shares increases by 15,300,000, from 122,608,356 shares to 137,908,356 shares. The share capital increases by SEK 153,000.00, from SEK 1,226,083.56 to SEK 1,379,083.56. The Private Placement will result in a dilution of approximately 11.1 percent of the number of shares and approximately 4.8 percent of the number of votes in the Company after the completion of the Private Placement. In connection with the Private Placement, the Company has undertaken that, with usual exceptions, no issue additional shares for a period of 180 calendar days after the announcement of the outcome of the Private Placement. Share-holding board members and share-holding senior executives have, with the usual exceptions, undertaken not to sell any shares in Alpcot for a period of 90 calendar days after the announcement of the outcome of the Private Placement.Advisor
Pareto Securities is the Sole Manager and Bookrunner and Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company and Baker & McKenzie Advokatbyrå KB is the legal advisor to Pareto Securities in connection with the Private Placement.For more information, please contact:
Björn Bringes, CEO, Alpcot
T: +46 73 800 06 47
E: [email protected] Gunnar Danielsson, CFO, Alpcot
T: +46 70 738 05 85
E: [email protected] The following appendices are available for download:
Press release_emission_20220330 See the full press release and other news from this company on Cision News.
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