NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Mölndal,
The Board of Directors in
INSIDE INFORMATION: The Board of Directors in
Summary
- The Board of Directors in
FlexQube today announces the intention to resolve on a fully guaranteed rights issue based on an authorisation from an Extraordinary General Meeting planned to be held onAugust 30, 2023 . -
Upon full subscription of the Rights Issue, the Company receives approximately
SEK 74.6 million before deductions of costs attributable with the Rights Issue. -
The net proceeds are intended to be used to increase market awareness and sales activities, launch and continued product development of
FlexQube's innovative AMR system, increase working capital to support larger production volumes and develop strategic alliances with technical, distribution and integration partners. -
The subscription price in the Rights Issue will be
SEK 16.30 per share. -
Anyone who, on the record date which is expected to occur
September 11, 2023 , is a shareholder inFlexQube will have preferential rights to subscribe for new shares in the Rights Issue. - The Rights Issue will comprise a maximum of 4,574,075 shares. One (1) existing share in the Company will entitle to one (1) subscription right. Nine (9) subscription rights will entitle to subscribe for five (5) new shares.
- Shareholders who choose not to participate in the Rights Issue will, under the condition that the Rights Issue is fully subscribed, have their ownership diluted with up to approximately 35.7 percent, but have the opportunity to be economically compensated for the dilutive effect by selling subscription rights.
-
The subscription period in the Rights Issue is expected to commence from
September 13, 2023 untilSeptember 27, 2023 . -
The Company has received subscription undertakings totalling approximately
SEK 29.4 million , corresponding to approximately 39.4 percent of the Rights Issue, from several of the Company's larger shareholders, includingRoosGruppen , Co-founder and chairman of the Board of DirectorsChristian Thiel and Co-founder and former CEO,Anders Fogelberg . -
The Company has furthermore received guarantee commitments totalling approximately
SEK 45.2 million from existing shareholders and external investors, corresponding to approximately 60.6 percent of the Rights Issue. -
Complete terms and conditions for the Rights Issue will be disclosed in the prospectus, expected to be made publicly available around
September 12, 2023 . -
In connection with the Rights Issue, the Company explores the conditions to carry out the Directed Share Issue of approximately
SEK 25 million , with the purpose of reaching investors interested in investing in the Company through a directed share issue and thereby adding new institutional and/or strategic owners to the Company. The Directed Share Issue will be resolved by the Board of Directors based on an authorisation from an Extraordinary General Meeting planned to be held onAugust 30, 2023 and at the same terms as the Rights Issue. - The Directed Share Issue is expected to be carried out in connection with the completion of the Rights Issue.
The Rights Issue
Background and motive
The demand for
During recent years, the Company actively worked to expand its AGV and AMR concept and to further increase production volumes. The Company is now ready with a complete and proven product offering and is consequently entering a new phase in its business development with focus on scaling up sales and market expansion. In doing so, the Company intend to accelerate growth and reach profitability. Furthermore, the Company assesses that strengthening margins and cash flow require a focus on robot sales, implementation of service and aftermarket organisation and optimisation of the supply chain. This is also a central part of the overall product development aimed at expanding the portfolio of intellectual property rights that encompass continued product development of
Through the Rights Issue, which is fully guaranteed through subscription undertakings and guarantee commitments, the Company can execute on aforementioned initiatives and strengthen the working capital. The Rights Issue is considered to cover all capital needs until the Company achieves profitability and positive cash flow.
Use of proceeds
The Board of Directors intends to carry out the Rights Issue to ensure that
- Increase market awareness and sales by updating and implementing a comprehensive sales and marketing strategy, encompassing a comprehensive sales infrastructure. This entails a purposeful and efficient sales network for long-term growth as well as increased predictability and quantity regarding order intake. It also entails continued development of the newly established department for Service & Commissioning and expanding the business model to include so-called Robot-as-a-Service ("RaaS") to maximize customer value and increase recurring revenue (approximately 50 percent)
-
Leverage additional alternatives to build out the intellectual property portfolio that includes the product development of
FlexQube's AMR system to drive innovation and maintain competitive advantage, improve design, functionality, and map customer requirements and use cases. It also involves increasing the number of customer pilot cases in the short term to accelerate feedback from the market and improve the production efficiency and scope ofFlexQube's patented AMR system, FlexQube Navigator. This by involving essential manufacturing components, upgrading production processes and strengthening overall operational efficiency, as well as building technical customer support capabilities for AMR and AGV (approximately 20 percent)
- Increase working capital to support larger product volumes vis-à-vis partners, distributors and integrators (approximately 20 percent)
-
Develop strategic alliances with technology, distribution and integration partners with the aim of enabling faster and more cost-effective growth (approximately 10 percent)
Right to subscribe
Anyone who on the record date of
Under the condition that the Rights Issue is fully subscribed, the number of shares in
Subscription undertakings and guarantee commitments
The signed subscription undertakings and guarantee commitments entail that the Rights Issue is fully guaranteed.
The Company has received subscription undertakings totalling approximately
No commissions are paid for subscription undertakings for the subscription of shares with or without preferential rights.
The Company has furthermore received guarantee commitments totalling approximately
Indicative timetable
Extraordinary General Meeting to resolve on an authorisation for the Board of Directors to resolve on the Rights Issue | |
Expected day for the Board of Directors to resolve on the Rights Issue | |
Last day for trading in the share incl. subscription rights | |
First day for trading in the share excl. subscription rights | |
Record date for the Rights Issue | |
Publication of prospectus | |
Trading in subscription rights | |
Subscription period | |
Trading in paid subscribed shares | |
Announcement of the preliminary outcome from the Rights Issue | |
Announcement of the outcome from the Rights Issue |
Prospectus
Full information regarding the Rights Issue and information about the Company will be provided in a prospectus, expected to be made publicly available around
The Directed Share Issue
Background, motive and terms
In addition to the Rights Issue, the Board of Directors intend to explore the conditions to carry out the Directed Share Issue of up to
If the Company carries out the Directed Issue and it is fully subscribed, the number of shares in
Use of proceeds
The company intend to use the net proceeds from the Directed Share Issue to further accelerate initiatives as described in the use of proceeds for the Rights Issue.
Reasons for deviation from the shareholders preferential rights
The Board of Directors has carefully considered the possibility of obtaining additional capital through a larger rights issue and makes the assessment that there are currently several reasons why it is more beneficial for the shareholders to raise additional capital through the Directed Share Issue. The Board of Directors makes the assessment that the Directed Share Issue (i) may reach investors with an interest to invest in the Company through a directed share issue and thereby adding new institutional and/or strategic owners to the Company, (ii) will provide additional flexibility to implement the Company's strategy and (iii) may provide capital which the Company assesses could not be obtained through a larger rights issue. It is the Board of Directors' overall assessment that the reasons, in a clear way and with sufficient strength, for carrying out the Directed Share Issue with deviation from the shareholders' preferential rights outweigh the reasons that motivate the main rule that share issues are to be made with preferential rights for the shareholders. The Board of Directors therefore considers that a share issue with deviation from the shareholders' preferential rights is in the interest of the Company and all shareholders' and thus the most suitable alternative. Since the subscription price in the Directed Share Issue will be concluded at the same terms as the Rights Issue, the Board of Directors considers that the subscription price reflects market conditions and demand.
Advisors
The Company has engaged
For further information, please contact:
Mårten Frostne, CEO
Telephone: +46 72 155 19 37
E-post: marten.frostne@flexqube.com
This information constitutes inside information which
About
The share (FLEXQ) is traded on Nasdaq First North.
IMPORTANT INFORMATION
Publication, 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 themselves of and follow such legal 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 the Company in any jurisdiction, neither from the Company nor from anyone else.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Transactions shall only 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
This press release does not constitute a recommendation concerning any investor's decision with respect to the Transactions. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and in all publicly available information. The price and value of the securities can decrease as well as increase. Past performance is not a guide to future performance.
This press release does not constitute or form part of an offer or invitation to purchase or subscribe for securities in
This press release is not a prospectus for the purposes of Regulation (EG) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
In the
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or current expectations about and targets for the Company's future results of operations, financial condition, development, 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 the fact that they contain 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. Even if 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, which are 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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, unless required by law or Nasdaq First North Growth markets rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the
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
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
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