THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLICATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH SUCH ACTION IN WHOLE OR IN PART, IS SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN HILBERT GROUP AB (PUBL) IN ANY JURISDICTION. PLEASE REFER TO THE “IMPORTANT INFORMATION” SECTION BELOW.
Hilbert Group AB (publ) (“Hilbert Group” or the “Company”) has, as indicated in the Company’s press release on November 10, resolved on a directed new issue of SEK 17 million before related transaction costs (the “Directed Issue”). The subscription price is SEK 4.61 and the Company will issue in total 3,687,638 B-shares.
The main part of the Directed Issue (SEK 15.5 million) has been resolved by the Board of Directors based on the authorization by the Annual General Meeting. The remaining part of the Directed Issue (SEK 1.5 million) will be subscribed by Hilbert Group’s CEO Niclas Sandström. This part is subject to approval by an extraordinary general meeting (the “EGM”) which will take place on December 1, 2023.
The Directed Issue
The Directed Issue consists of in total 3,687,638 new B-shares at a subscription price of SEK 4.61 per share. The subscription price corresponds to a discount of approximately 15 percent of the volume-weighted average price (VWAP) of the Company's B-shares on Nasdaq First North Growth Market during the period October 27 – November 9, 2023. The Company will receive proceeds of SEK 17 million before related transaction costs. These costs will amount to approx. SEK 0.9 million and will be paid in B-shares.
The Directed Issue is subscribed for by a group of Swedish and Norwegian investors with subscriptions between SEK 0.3 and 5.0 million. The largest subscription, SEK 5.0 million, is made by the Swedish private equity firm Sutjagin Capital AB. The majority of the subscribers are not currently shareholders in Hilbert Group. Hilbert Group’s CEO Niclas Sandström will subscribe for SEK 1.5 million (325,380 B-shares). Since Niclas Sandström is CEO, his subscription will be resolved separately by the EGM and is governed by the so called Lex Leo (Chapter 16 of the Swedish Companies Act), meaning that a majority of at least 90 per cent of the shares and votes represented at the EGM must support the resolution.
The Directed Issue entails an increase in the number of shares in the Company by 3,687,638 B-shares to in total 55,921,375 shares divided into 8,500,000 A-shares and 47,421,375 B-shares. The share capital increases with SEK 184,381,90, from SEK 2 611 686,85 to SEK 2,796,068.75. The Directed Issue thereby entails a dilution effect for current shareholders of approximately 6.6 percent of the share capital and 2.8 percent of the votes in the Company, calculated as the number of newly issued shares divided by the total number of shares after the Directed Issue.
The Board of Director’s deliberations on the Directed Issue
The Board of Directors has made the following deliberations regarding the structure of the financing and the selection of a directed issue. A directed issue is usually faster, incurs less costs and can in most cases be made at a higher issue price than a rights issue. Even if a rights issue is the main alternative, the advantages for the shareholders of a directed issue are obvious when the new issue concerns a small amount (in this case a dilution of approx. 6.6 percent). In addition, it is particularly important in this case that the financing proceeds quickly since the purpose with the financing is to be able to move into negotiations regarding an acquisition.
In sum, a directed share issue has been determined as the best alternative for the Company and in the best interest of the shareholders given the current market conditions.
The subscription price has been determined through negotiations on arm’s length basis with the investors. The Board of Directors concludes that the subscription price reflects current market conditions.
The EGM will be held in Stockholm on December 1, 2023. Notice of the EGM will be published separately today.
For additional information, please contact:
CEO Hilbert Group AB
Phone: +46 8 502 353 00
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 Hilbert Group in any jurisdiction, neither from Hilbert Group nor from someone else.
Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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 Zealand, Singapore, South Africa, the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) 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. Hilbert Group has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any member state of the EEA, this communication is only addressed to and is only directed to qualified investors in that member state within the meaning of the Prospectus Regulation.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or expectations about the Company’s future results, financial condition, liquidity, development, 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”, “estimate”, “will”, “can”, “assume”, “should”, “could”, and, 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 can be subject to change. 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 it is required by law or Nasdaq First North Growth Market’s rule book for issuers. Potential investors should not place undue reliance on the forward-looking information contained herein.