NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.
The Board of Directors of CDON AB ("CDON" or the "Company") has, based on the authorisation granted by the Annual General Meeting on June 7, 2021, resolved on a directed issue of 440,000 shares at a price of SEK 455 per share (the "Directed Issue"). The price has been determined through an accelerated book building procedure and corresponds to a discount of approximately 7 percent in relation to the closing price on Nasdaq First North Growth Market on August 31, 2021. CDON receives approximately SEK 200 million before transaction costs through the Directed Issue.
The Directed Issue was directed to Swedish and international institutional investors, among others Lizard Investors, Bayberry Capital Partners, Mandatum Asset Management and Adrigo Asset Management. CDON intends to use the proceeds from the Directed Issue for initiatives to speed up business development and growth, including to improve customer experience. The reason for deviating from the pre-emptive rights of existing shareholders was to complete an equity raise in a time and cost efficient manner, thereby enabling the Company to continue its growth in accordance with the Company's business strategy and to diversify the shareholders base with suitable investors.
Following the Directed Issue, the total number of shares in CDON will increase with 440,000, from 6,004,327 to 6,444,327. The share capital will increase with SEK 440,000.00 from SEK 6,004,327.00 to SEK 6,444,327.00. The Directed Issue entails a dilution of approximately 7 percent, based on the total amount of shares in CDON after the Directed Issue.
In connection with the Directed Issue, the Company has, in relation to Skandinaviska Enskilda Banken AB, undertaken not to issue any shares or other share related securities during a lock-up period of 180 days. The lock-up is subject to certain exceptions, including among other the right for the Company to issue shares in connection with corporate acquisitions. In addition, members of the Board of Directors and management of the Company, as well as the Company's largest shareholder, Rite Ventures SPV AB, have agreed not to sell any shares in the Company for a period of 90 days following settlement of the Directed Issue, subject to certain customary exceptions.
CDON has, in connection with the Directed Issue, appointed Skandinaviska Enskilda Banken AB ("SEB") as Global Coordinator and Bookrunner. Advokatfirman Cederquist KB acted as legal adviser to the Company and White & Case Advokat AB acted as legal adviser to SEB.
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in CDON in any jurisdiction.
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 Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland, the United States, 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.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, "qualified investors" (according to the definition in Article 86(7) of the Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
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 new shares. Any investment decision in connection with the Directed Issue must only be made on the basis of all publicly available information. Such information has not been independently verified by the Managers. The Managers act for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release is not a prospectus. CDON has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been prepared or will be prepared in connection with the Directed Issue.
For more information:
Investor Relations Manager
The information was prior to this release inside information and is information that CDON 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 persons set out above on August 31, 2021 at 10:30 p.m. CEST.
FNCA Sweden AB is the company's Certified Adviser.
Phone: +46 (0) 8 528 00 399
CDON was founded in 1999 and is now the biggest marketplace in the Nordic region. During 2020 we had over 120 million visits and 2.3 million customers. Customers can choose to buy and compare prices for millions of products at CDON, by far the widest range of all Nordic e-retailers. Over 1,500 merchants use CDON's platform and technology to increase their sales. This gives CDON a wide range of products within, movie, music, computers, games, office supplies, books, toys, consumer electronics, household appliances, sport, outdoor, beauty care, fashion, shoes, computers, and computer products. CDON is listed on Nasdaq First North Growth Market with the abbreviation CDON.
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