FlexQube intends to carry out a directed share issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SINGAPORE, NEW ZEALAND, SOUTH AFRICA, JAPAN OR HONG KONG OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT BE COMPLIANT WITH APPLICABLE LAWS AND REGULATIONS.
Press release 28 November 2018, 5:31 p.m.
FlexQube AB (publ) ("FlexQube" or the "Company") today announces that the Company intends to carry out a directed share issue corresponding to approximately 15 to 20 percent of the total number of shares in the Company to institutional investors (the “Share Issue”). FlexQube has engaged Carnegie Investment Bank AB (publ) to investigate the possibilities to conduct the Share Issue. The subscription price and the total number of new shares in the Share Issue will be decided through an accelerated book-building procedure (the “Book-building”).
The Book-building will be initiated immediately after this announcement. Pricing and allocation of the new shares is expected to take place before trading of the shares on Nasdaq First North on 29 November 2018 commence.
The purpose of the Share Issue is to finance the Company’s continued growth and working capital as well as partially the market introduction of the FlexQube 4.0 concept.
Provided that the board of directors resolves on the Share Issue, a notice convening the extra general meeting will be published to approve the board of director’s resolution. The notice is expected to be published in connection with the announcement of the outcome of the Book-building. The Company’s principal owners, Christian Thiel (through Feldthusen Invest AB), Per Augustsson (through AuguTech AB) and Anders Fogelberg (through Birdmountain Invest AB) (the ”Principal Owners”), who are together currently holding approximately 73 percent of the shares in FlexQube, have committed to vote for an approval of the board of directors’ resolution at the extra general meeting.
The reason for the deviation from the shareholder’s preferential rights is to diversify the shareholder base and at the same time carry out a capital raise in an effective manner to finance the Company’s continued growth and working capital as well as partially for the market introduction of the FlexQube 4.0 concept. By establishing the subscription price in the Share Issue through a Book-building, it is the board of directors’ assessment that the subscription price is set based on market conditions.
In connection with the Share Issue, the Company has undertaken, subject to customary exceptions, not to issue any additional shares during a period of 180 calendar days after the settlement date. In addition, the Principal Owners have undertaken not to sell any shares in FlexQube during a period of 180 calendar days after the settlement date, subject to customary exceptions.
Advisers
Carnegie Investment Bank AB (publ) is the Sole Bookrunner and lead manager and Baker & McKenzie Advokatbyrå KB is the legal adviser in connection with the Share Issue.
About FlexQube
FlexQube offers a unique and patented concept for design and manufacturing of robust, modular and flexible carts and storage racks. The Company manufactures in Sweden and the U.S. with distribution in Europe and North America, including Mexico. The Company was listed on Nasdaq First North in Sweden on 14 December 2017.
FlexQube’s customers comprise world leading manufacturers within the vehicle, energy, defense, aircraft, white goods and heavy equipment industry, for example, Volvo Cars, Autoliv, Scania, Whirlpool, Eberspächer and Oshkosh.
For further information, please contact CEO Anders Fogelberg
+46 702 86 06 74
This information is information that FlexQube 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 5.31 p.m. CET on November 28, 2018.
The share (FLEXQ) is traded on Nasdaq First North. Avanza Bank, tel. +46 8 409 421 20, is the Company’s Certified Adviser. More information is available on www.flexqube.com.
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 FlexQube in any jurisdiction, neither from FlexQube nor from someone else.
Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie. The information contained in this announcement is for background purposes only and does not purport to be full or complete. An investor should thus not solely rely 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 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 Directive 2003/71/EC (the “Prospectus Directive”) and has not been approved by any regulatory authority in any jurisdiction. FlexQube 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 Share 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 Directive.
In the United Kingdom, this document 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 document relates is available only to, and will be engaged in only with, “qualified investors” 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.
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.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in FlexQube have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in FlexQube may decline and investors could lose all or part of their investment; the shares in FlexQube offer no guaranteed income and no capital protection; and an investment in the shares in FlexQube is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in FlexQube.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in FlexQube and determining appropriate distribution channels.