The subscription period for Crunchfish rights issue of units begins today
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Today, October 11, 2021, the subscription period for Crunchfish AB (publ)’s (“Crunchfish” or the “Company”) rights issue of shares and warrants (“Units”) of approximately SEK 64 million before issue costs (the “Rights Issue”) begins. 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.
Reason for the Rights Issue and use of proceeds
To ensure the Company's working capital needs, and to execute on the market potential of Digital Cash via accelerating current integration projects and thereby focusing on building long-term shareholder value, as well as restructure the Company’s financial position by repaying the current loans from the Company’s major shareholders, the Board has resolved to carry out the Rights Issue. Upon full subscription, the Rights Issue is estimated to contribute approximately SEK 64 million to Crunchfish, before deduction of issue costs of approximately SEK 5 million. The net proceeds are intended to be used in the order of priority below:
- SEK 25 million: repay loan; and
- SEK 24 million: development, marketing and sales efforts; and
- SEK 10.4 working capital.
If all warrants in the Rights Issue are exercised, the Company will receive an additional maximum of approximately SEK 64.4 million before deduction of issue costs of approximately maximum SEK 1.5 million. The additional net proceeds are intended to be distributed as follows and if not all measures can be implemented, according to the priorities below.
- 34%: development; and
- 33%: sales and marketing; and
- 33%: working capital.
Terms and Conditions for the Rights Issue
On September 16, 2021, the Extraordinary General Meeting approved the Board of Crunchfish’s resolution to carry out the Rights Issue in accordance with the following main terms:
- Those who were 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 TO9 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 TO9.
- 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.
Timetable for the Rights Issue
October 11 – October 25, 2021 Subscription period
October 11 – October 20, 2021 Trading in unit rights
October 11, 2021 – Until the Rights Issue is registered at the Swedish Companies Registration Office – Trading in paid subscription units (Sw. “BTU”)
October 28, 2021 Estimated date for publication of the outcome of the Rights Issue
Terms and Conditions for warrants series TO9
- One (1) warrant of series TO9 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 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 shareholdings, 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.
Complete terms and conditions for the Rights Issue and other information about the Company is available in the prospectus (the “Prospectus”) that was published by the Company on October 6, 2021. The Prospectus is available on the Company´s website (https://www.crunchfish.com), Västra Hamnen Corporate Finance’s website (http://www.vhcorp.se), Nordic Issuing´s website (http://www.nordic-issuing.se) and Swedish Financial Supervisory Authority´s website (http://www.fi.se).
Financial and legal advisors
Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Crunchfish in connection with the Rights Issue.
Västra Hamnen Corporate Finance AB is the Certified Adviser. Email: firstname.lastname@example.org. Telephone +46 40 200 250.
The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CEST on October 11, 2021.