Adventure Box has today resolved on directed issues of shares and will raise a total of approximately MSEK 2.95, subject to approval by the general meetingThe Board of Directors of Adventure Box Technology AB (publ) ("Adventure Box" or the "Company") has today resolved on a capital raise whereby the Company will receive approximately MSEK 2.95 through directed issues of a total of 18,468,750 shares (the ''Directed Issue"). The Directed Issue is carried out with a deviation from the shareholders' preferential rights and has been resolved by the Board of Directors, partly by virtue of authorization and partly subject to the subsequent approval by an Extraordinary General Meeting. The Board of Directors has therefore today, by virtue of the authorization from the Annual General Meeting held on 16 May 2023, carried out a directed issue of 5,740,628 shares. In addition, the Board of Directors has resolved on a directed issue of 12,728,122 shares, subject to the approval by an Extraordinary General Meeting. The subscription price per share in the Directed Issue has been set at SEK 0.16 through negotiations with the investors at arm's length. Investors in the Directed Issue consist of a number of Danish investors and the investment company Rightbridge Ventures Group AB ("Investors"). An Extraordinary General Meeting is expected to be held on 9 January 2024. The Directed Issue
The Board of Directors of Adventure Box has today resolved on directed issues of a total of not more than 18,468,750 shares at a subscription price of SEK 0.16 per share, to be carried out in two tranches. The first tranche was carried out today after the Board of Directors, by virtue of the authorization from the Annual General Meeting held on 16 May 2023, resolved on an issue of not more than 5,740,628 shares which were subscribed for by Blue Horizon Investment ApS, J.Søe Holding ApS, Dennis Lolk, TFH Medical Consulting ApS and Lemaris ApS. The second tranche is carried out through an issue of not more than 12,728,112 shares and is directed to the remaining investors (Rightbridge Ventures Group AB and Blue Horizon Investment ApS), subject to approval by an Extraordinary General Meeting which is expected to be held on 9 January 2024. In addition, the Board of Directors intends to propose that the Extraordinary General Meeting resolves on amendments of the limits for the share capital and the number of shares in the Articles of Association to enable the share issue in the second tranche. The Directed Issue has been directed to the Investors Rightbridge Ventures Group AB, Blue Horizon Investment ApS, J.Søe Holding ApS, Dennis Lolk, TFH Medical Consulting ApS and Lemaris ApS.
The company will receive approximately MSEK 0.92 in the first tranche and will receive a further approximately MSEK 2.03 if the general meeting approves the Board of Directors' resolution on a shares issue to the Investors in the second tranche. The subscription price in the Directed Issue has been determined through negotiations with the Investors at arm's length and corresponds to a discount of approximately 20 percent in relation to the closing price of the Company's share on Nasdaq First North Growth Market the day before the issue resolution. The Board of Directors therefore makes the assessment that the subscription price has been determined in such a way that market fairness has been ensured and that it reflects current market conditions and demand. Through the Directed Issue, the Company receives proceeds of a total of approximately MSEK 2.95, before deduction of costs attributable to the share issues.
An Extraordinary General Meeting is expected to be held on 9 January 2024, and more details about the share issue in the second tranche can be found in the notice convening the Extraordinary General Meeting, which will be published in a separate press release.
Background and motive
The purpose of the directed issue is to enable customer projects, amortisation of loans and to acquire working capital for the Company.
The reason for the deviation from shareholders' preferential rights is that the Company's Board of Directors has investigated the conditions and carefully considered the possibility of carrying out a rights issue in order to raise the required capital. The Company's Board of Directors believes that carrying out a rights issue would entail a risk that the Company cannot meet its capital needs and at the same time maintain an optimal capital structure. The Board of Directors' conclusion is that a rights issue would entail significantly longer implementation time and thus entail an increased market risk exposure compared to a directed share issue and could lead to the Company missing out on the opportunity to make investments. Given the volatility that has been observed in the market during 2023, and which continues to prevail, the Board of Directors has assessed that a rights issue would also require significant underwriting commitments from an underwriting consortium. This would entail additional costs and/or further dilution for the shareholders depending on the type of consideration paid for such underwriting commitments, especially taking into account the total issue proceeds in the Directed Issue in relation to the market value of the Company's shares. In addition, a rights issue would likely have been made at a lower subscription price, given the discount levels for rights issues that have been carried out in the market recently. The Board of Directors assesses that the total capital that the Company receives through the Directed Issue is limited, and that the costs of a rights issue would be high in relation to the acquired capital. The Board of Directors' overall assessment is thus that the reasons for carrying out the Directed Issue in this way outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that an issue with a deviation from the shareholders' preferential rights is in the interest of the Company and all shareholders.
Shares and share capital
Assuming registration of a total of 18,468,750 shares in the Directed Issue, the number of shares in the Company increases by 18,468,750, from 30,139,372 to 48,608,122, and the share capital increases by SEK 1,846,875, from SEK 3,013,937.20 to 4,860 SEK 812.20, which entails a dilution of approximately 38 percent.
Advisors
Corpura Fondkommission AB, www.corpura.se, is financial advisor in relation to the Directed Issue and Törngren Magnell & Partners Advokatfirma KB is legal advisor to the Company. FOR MORE INFORMATION CONTACT:
Michal Bendtsen, CEO
Adventure Box Technology AB
+45 (0)26 355 377
[email protected]
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PR-Adventure-Box.docx ABOUT ADVENTURE BOX TECHNOLOGY AB
Adventure Box Technology offers KoGaMa, an online game maker platform that offers user-friendly tools for creating and sharing unique gaming experiences. With its innovative Multiplayer editor and thriving user-to-user marketplace, KoGaMa empowers users to collaborate, create, and customize content within a dynamic social metaverse. The company's world-leading streaming technology is patent protected. Founded in Stockholm in 2014, the company now also has staff in Seville, Copenhagen, and Madrid. Adventure Box is traded on the Nasdaq First North Growth Market under the short name ADVBOX and ISIN code SE0012955276. Aktieinvest FK AB with e-mail [email protected] and phone number +46 739 49 62 50 is the company's Certified Adviser.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is 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 the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for securities issued by the Company in any neither from the Company, Corpura Fondkommission AB or other.
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, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, 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.
This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in Great Brittain or any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or Nasdaq First North Growth Market Rulebook for Issuers.
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