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THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF SEAMLESS DISTRIBUTION SYSTEMS AB (PUBL). SEE ALSO SECTION "IMPORTANT INFORMATION" BELOW.
The final outcome in Seamless Distribution Systems AB (publ)'s ("SDS" or the "Company") directed issue of shares to the public, that was announced on 16 September 2020 (the "Offering"), shows that applications for subscription of approximately 2,111,000 shares have been received, corresponding to approximately 98.4 MSEK or 372 percent of the shares in the Offering. The subscription price in the Offering has been set to 46.62 SEK per share and the number of shares in the Offering has been set to 567,835. The Board of Directors of SDS has today resolved on allocation of shares in accordance with the allocation principles that was set out in the information memorandum that was made public on 16 September 2020.
The Offering in brief
The Offering comprised no more than 750,000 new shares, however the Offering could not amount to more than 2.5 MEUR (corresponding to approximately 26.5 MSEK) and was directed to the public in Sweden. The rationale for the Offering was to increase the awareness of the Company, increase the number of shareholders, and give prerequisites to a better liquidity in the trading In the Company's share. In addition, the proceeds from the Offering will give the Company a stronger financial position, give the Company flexibility to continue the successful acquisition strategy and increase the pace of innovation.
Applications for subscription of approximately 2,111,000 shares have been received in the Offering, for which the application period ended on 29 September 2020, corresponding to approximately 372 percent of the shares in the Offering. As the Offering could not amount to more than 2.5 MEUR, corresponding to approximately 26.5 MSEK, the number of shares in the Offering has been set to 567,835, based on the subscription price of 46.62 SEK per share. The subscription price has been set based on the volume weighted average price for the Company's share on Nasdaq First North Growth Market between 17 September until 29 September 2020, with a discount of ten (10) percent. The Company will receive proceeds of approximately 26.5 MSEK, before deduction of transaction costs. The Offering entails a dilution of approximately 6.4 percent of the number of shares and votes in the Company. Through the Offering, SDS' share capital will increase by 56,783.50 SEK, from 834,113.50 SEK to 890,897.00 SEK, and the number of shares in SDS will increase by 567,835 shares, from 8,341,135 shares to 8,908,970 shares.
Comment from CEO Tommy Eriksson
"It is amazing to see the overwhelming interest for SDS and that investors see the possibility for value-creating growth in the Company. The proceeds from the Offering will be used to accelerate our growth strategy and to further widen our product offering of cloud-based services. It will also give us the possibility to intensify our search for long-term acquisition targets."
Avanza Bank AB acts as financial advisor and Advokatfimaet Schjødt AS, filial acts as legal advisor to SDS in connection with the Offering.
For more information contact:
Chief Financial Officer
+46 70 438 14 42
This is information that Seamless Distribution Systems AB (publ) 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 18.00 CEST on 30 September 2020.
About Seamless Distribution Systems AB (SDS)
SDS is a Swedish software company group that provides solutions and services for digital sales and distribution to private consumers through mobile operators in emerging markets. The company offers its corporate customers a comprehensive solution for digital distribution and electronic transactions processing. SDS acquired eServGlobal in July 2019. The SDS Group now has customers in all parts of the world, with a footprint in more than 50 countries, reaching over 500 million mobile users through more than 2,000,000 active points of sale. SDS has approximately 220 employees in Sweden, France, Romania, Belgium, Ghana, Nigeria, USA, Pakistan, India, Indonesia, South Africa, Ecuador and the United Arab Emirates. With over 30 years of experience, SDS focuses on high-level customer satisfaction and efficient operations. SDS manages over 15 billion transactions annually, worth more than 14 billion US dollars and enables the growing populations in emerging markets to become part of the mobile revolution. SDS shares are listed on Nasdaq First North Premier.
The company's Certified Adviser is FNCA Sweden AB, phone number 08-528 00 399, email: email@example.com
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in SDS. No action has been taken, or will be taken, by SDS to allow an offer to the public in jurisdictions other than Sweden. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. No new shares have or will be registered under the United States Securities Act of 1933 ("Securities Act") or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. The Offering is not aimed for individuals with residence in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore nor in any other jurisdiction where participation would require additional prospectus, registration or other arrangements aside of the Swedish law system.
This press release contains certain forward-looking statements that reflect SDS current views and expectations of future events, as well as financial and operational development, including statements regarding the Offering and statements regarding guidance, planning, outlook and strategies. Words that are "intended", "assessed", "expected", "planned", "estimated", "can", and other terms that imply indications or predictions regarding future developments or trends and which are not based on historical facts, are forward-looking information. Although SDS believes that these statements are based on reasonable assumptions and expectations, SDS cannot guarantee that such forward-looking statements will be realized. Since these forward-looking statements include both known and unknown risks and uncertainties, actual outcomes may differ materially from what is stated in forward-looking information. Forward-looking statements in the press release are valid only at the time of the press release and are subject to change without notice. The Company makes no commitment to publish updates or revisions to forward-looking statements as a result of new information, future events or the like in addition to what is required by applicable laws or stock market regulations.
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