Crunchfish carries out a fully guaranteed units issue with preferential rights for existing shareholders of approximately SEK 64 million before issue costs (the “Rights Issue”). Upon full exercise of all warrants, Crunchfish may receive additional issue proceeds of maximum approximately SEK 64 million before issue costs. The Rights Issue is 100 percent covered by subscription commitments and guarantee commitments from Midroc Invest AB, Wilhelm Risberg and Fredrik Lundgren.
Terms and Conditions for the Rights Issue
Those who are registered as shareholders in Crunchfish on the record date have a preferential right to subscribe for Units in the Company in relation to the existing shareholding in the Company. Shareholders in the Company receive one (1) unit right for each one (1) share held on the record date.
Thirty-three (33) unit rights entitle to subscription of one (1) Unit in the Company. Each Unit contains three (3) newly issued shares and two (2) warrant of series 2021 issued free of charge.
The Rights Issue comprise a maximum of 859,036 Units. The Rights Issue thus entails an issue of a maximum of 2,577,108 shares and a maximum of 1,718,072 warrants of series 2021.
The subscription price is SEK 75 per Unit, which corresponds to a subscription price of SEK 25 per share. The warrants are issued free of charge.
The subscription period for subscription of Units runs from and including October 11, 2021 to and including October 25, 2021.
If not all Units are subscribed for by exercise of unit rights, allotment of the remaining Units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for Units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of Units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of Units without exercise of unit rights, have exercised for subscription of Units; secondly, to those who have applied for subscription of Units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of Units the subscriber in total has applied for subscription of Units; and thirdly, to those who have provided guarantee commitments regarding subscription of Units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Through the Rights Issue, the number of shares in Crunchfish will increase by a maximum of 2,577,108 shares, from 28,348,190 shares to 30,925,298 shares, and the share capital will increase by a maximum of SEK 118,546.968 , from SEK 1,304,016,740 to SEK 1,422,563.708. Upon full subscription in the Rights Issue, the Company receives initial issue proceeds of approximately SEK 64.4 million before issue costs and excluding the additional capital contribution that may be added when exercising the warrants.
The Rights Issue entails a dilution of approximately 8.3 percent for the shareholders who do not participate in the rights issue. In the event that all warrants are also fully exercised for subscription of new shares in the Company, the number of shares will increase by an additional 1,718,072 shares to a total of 32,643,370 shares and the share capital will increase by an additional SEK 79,031,312 to SEK 1,501,595.020. This corresponds to a further dilution from the warrants of approximately 5.3 percent. Upon a fully subscribed Rights Issue and full exercise of the warrants, the total dilution can amount to a maximum of approximately 13.2 percent.
Trading in Paid Subscribed Units (Sw. “BTU”) is expected to take place on Nasdaq First North from October 11, 2021 until conversion to shares and warrants takes place after the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Registration with the Swedish Companies Registration Office is expected to take place around week 46, 2021.
Terms and Conditions for warrants series 2021
One (1) warrant of series 2021 entitle the right to subscribe for one (1) new share in the Company, during the period from and including December 5, 2022 to and including December 19, 2022 against cash payment where the subscription price is set at 70 percent of the volume-weighted average price for the Company’s share on the Nasdaq First North Growth Market during the period from and including November 16 to and including November 30, 2022, however, not more than SEK 37.50 and not less than the quota value of SEK 0.046.
The warrants are intended to be admitted to trading on Nasdaq First North after final registration of the Rights Issue with the Swedish Companies Registration Office.
Subscription and guarantee commitments
The Company’s second largest shareholder Midroc Invest AB, (represented by Chairman of the Board Göran Linder), which holds 17.6 percent of the share capital, has committed to subscribe for shares for its share of the Rights Issue, approximately SEK 11.4 million. In addition, Wilhelm Risberg and Fredrik Lundgren will receive all of Femari Invest AB´s (owned by CEO Joachim Samuelsson) Unit rights, and have undertaken to subscribe for shares in the Rights Issue for the full number of Unit rights. In total the Company has received subscription commitments corresponding to an amount of approximately SEK 28.4 million. No compensation is paid for the subscription commitments. Wilhelm Risberg and Fredrik Lundgren have also undertaken to guarantee the remaining 55 percent of the Rights Issue, corresponding to an amount of approximately SEK 36 million. For the guarantee undertakings the guarantors will receive cash payment of 5 percent of the committed capital, corresponding to SEK 1.8 million. The Rights Issue is thus 100 percent covered by subscription commitments and guarantee commitments. Subscription commitments and guarantee commitments have not been secured via a prior transaction, bank guarantee or similar transactions.
The Company’s largest shareholders, CEO Joachim Samuelsson and Midroc Invest AB (represented by Chairman of the Board Göran Linder), have entered into lock-up agreements covering their entire current shareholding, as well as the shares and warrants subscribed for in the Rights Issue through subscription commitment. The lock-up agreement applies from September 27, 2021 until the date that falls 6 months after the last day of the subscription period.