GoldBlue AB (publ) executes a 100 percent guaranteed new issue of shares with preferential rights for existing shareholders
Stockholm, 19 Nov 2018 07:00 CET This press release must not be announced, published or distributed, either directly or indirectly, in or to the United States, Canada, Australia, Hong Kong, Japan, New Zealand, Switzerland, Singapore or South Africa. GoldBlue's Board, based on the authorization of the Annual General Meeting of June 20, 2018, resolved to issue a new issue of shares and warrants with preferential rights for existing shareholders ("new share issue") of approximately SEK 14.2 million before issue costs. In full exercise of the warrants issued with exercise window at February 2020 the Company may be added an additional SEK 12.6 million before issue costs. Emission liquidity will primarily be used for working capital and expansion in new markets. Liquidity from exercised warrants is intended to constitute additional expansion capital, primarily for new launches and marketing in coming markets. The rights issue is guaranteed to 100 percent, partly through subscriptions of approximately 36 percent, in addition through a guarantee agreement of approximately 64 percent, however, without the Company having requested or obtained bank collateral for this amount. Goldblue's Chairman Rune Löderup comments: "GoldBlue faces a turning point after the challenges that we and our industry colleagues have had with payment solutions in China earlier this year. Now we have restored payment solutions towards Chinese-speaking customers and we see that we are growing again in this market. Our new launches to customers in Vietnam, Indonesia and Thailand have shown very strong growth since the start of this year. Sportsbook has been launched and this is a very important extension of our customer offering as the total share of the Sportsbook gaming market is statistically greater than 50 percent. The interest in subscription in emission from the existing major shareholders, CEO and Board of Directors is strong and until now we have received subscription agreements of more than SEK 5 million, of which I myself as the principal owner fully subscribe for SEK 2 million. The valuation is very depressed and, as I see it very attractive in the emission offer, I look with great confidence in the development of the business.” The emission in brief · Shareholders in GoldBlue have the preferential right to subscribe for units. One (1) existing share entitles to one (1) unit rights, consisting of one (1) new share and one (1) remuneration-free warrant. · Three (3) warrants entitle the holder to subscribe for one new share. The warrants can be redeemed during the period February 1, 2020 through February 28, 2020 at an exercise price corresponding to SEK 1.20 per share. · Each new share shall have the same rights as existing shares of the same class of shares in the Company. · The subscription price in the rights issue is 0.45 SEK per unit, ie 0.45 SEK per share, which corresponds to an issue liquidity of approximately 14.2 MSEK (before issue costs). · Record date for the right to participate in the rights issue is November 27, 2018. · Upon full subscription of the rights issue, GoldBlue will receive approximately SEK 14.2 million before issue costs. · In full exercise of the warrants, GoldBlue is further supplied with approximately SEK 12.6 million before issue costs. · Subscription period for the new issue is 29 November - 14 December 2018. · The rights issue is 100 percent guaranteed through subscriptions and guarantees, however, the Company has neither requested nor received bank collateral for the amount. Preliminary schedule Monday, November 26, 2018 First day of trading of shares without the right to participate in the rights issue Tuesday 27 November 2018 Record date for the acquisition of unit rights and right to participate in the rights issue Thursday 29 November 2018 Estimated day for issue of emission memorandum. First subscription date, trade in unit rights and BTU starts. Wednesday December 12, 2018 Trading of unit rights is terminated Friday, December 14, 2018 The subscription period ends Wednesday, 19 December 2018 Announcement of the outcome of the rights issue. Settlement notes are sent out. Terms for the new issue GoldBlue's share capital amounts to 2 845 275.03 SEK before the rights issue, divided into 31 614 167 shares. The quota value of the shares is 0.09 SEK. All shares are of the same kind. The new share issue refers to a maximum of 31,614,177 shares and a maximum of 31,614,167 warrants of series TO2 (in terms of units). In addition, the Board will have a so-called over-allotment option to issue additional up to 6,700,000 shares and 6,700,000 warrants (in terms of units) upon transfer of the rights issue, which may increase the new issue amount by up to approximately SEK 3 million. Finally, the guarantees of the rights issue will receive a fee of 10 percent of the guaranteed amount, either in cash or in the form of offset against newly issued units. The dilution for current owners who choose not to participate in the issue will be 50 percent, in spite of any overdraft, guarantees of possible offsets, and any future dilution from the warrants included in the units issued. One (1) existing share entitles to one (1) unit rights, consisting of one (1) new share and one (1) remuneration-free warrant. The subscription price in the rights issue is 0.45 SEK per unit. Three (3) warrants of series TO2 entitle the holder to subscribe for one new share. The warrants can be redeemed during the period February 1, 2020 through February 28, 2020 at an exercise price corresponding to SEK 1.20 per share. Warranty and subscription The new issue is, through guarantee agreements with external investors, as well as subscriptions from major current owners, management and board, guaranteed up to approximately SEK 14.2 million, corresponding to 100 percent of the rights issue. In respect of the subscriptions amounting to at least about SEK 5 million, no compensation is paid. The guarantee fee is 10 percent of the guaranteed amount either in cash or in the form of newly issued units. No cash or other assets have been pledged and no other collateral has been provided to secure the commitments. Raised bridge loans Before the issue liquidation can be lifted, the Company has raised a bridge loan of SEK 3.2 million, of which SEK 1.2 million is intended to be settled within the framework of the rights issue. Advisor G&W Fondkommission acts as financial adviser to GoldBlue in connection with the rights issue. Aktieinvest Fondkommission AB is designated as the issuer. Important information Announcement or distribution of this press release may in certain jurisdictions be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform and comply with such legal restrictions. This press release may not be announced, published or distributed, either directly or indirectly, in or to the United States, Canada, Australia, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa or any other country in which such action is wholly or partly subject to legal restrictions. The information in this press release may also not be forwarded, reproduced or displayed in a way that violates such restrictions. Failure to comply with this instruction may constitute a breach of the United States Securities Act of 1933 ("Securities Act") or applicable laws in other jurisdictions. Neither the subscription rights, the subscribed shares or the new shares paid will be registered under the Securities Act nor any provincial law in Canada and may not be transferred or offered for sale in the United States or Canada or to any resident there or on behalf of such person other than in such exceptional cases which does not require registration under the Securities Act or any provincial law in Canada. GoldBlue's share is traded on NGM Nordic MTF under the code name GOLD. For further information, please contact: Rune Löderup, Chairman of the Board Tel: + 46-708-32 96 51 This information is a translation of “GoldBlue AB (publ) genomför en 100 procent garanterad nyemission med företrädesrätt för befintliga aktieägare” that GoldBlue AB (publ) submitted for publication at 07.00 CET on 19 November 2018. GoldBlue AB (publ) Birger Jarlsgatan 18 A, 4tr, Stockholm. Tel: +46 8-559 25 266 Reg. no: 559078-0465. Homepage: www.goldblue.eu About GoldBlue AB GoldBlue AB is a Swedish listed iGaming company, focusing on emerging markets. GoldBlue offers players in emerging markets the latest in iGaming, powered by the latest technology, with modern user interface (UI) and mobile friendly. GoldBlue AB is listed on NGM Nordic MTF, which gives shareholders the unique opportunity to invest in iGaming in emerging markets through a Swedish listed company.