NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Lund, 5 July 2017 – Anoto Group AB (publ) (“Anoto” or the “Company”) announces today the launch of an offering (the “Offering”) of approximately SEK 18-45 million senior unsecured convertible bonds due 2019 (the “Bonds”). The Bonds will be convertible into new shares of the Company.
Anoto intends to use the net proceeds from the Offering to support future business operations including funds to increase production capacity in Q3 to meet increasing pen demand.
The Bonds may only be subscribed for by certain institutional or other professional investors in Sweden or abroad. The minimum investment amount is SEK 1,000,000. Also shareholders of the Company may participate in the Offering of the Bonds if the investment amount for such investor is at least the minimum investment amount of SEK 1,000,000. Information about the Offering, and how to participate in the Offering, will be available on www.anoto.com/investors on or about 7 July 2017. Anoto has currently received subscription commitments from investors representing approximately SEK 17.6 million. The allocation of the Bonds will be decided by the Board of Directors of the Company. In connection herewith, the Board of Directors will, inter alia , consider subscription commitments or application forms submitted by investors early during the application period.
The Bonds are expected not to carry any coupon, i.e. no interest will be paid, and have a conversion price of SEK 0.13. The final terms of the Bonds are expected to be announced on 18 July 2017. When determining the conversion price, the Board of Directors will consider, inter alia , that no security will be provided in respect of the Bonds, that the conversion loan will be interest free, that no commission will be paid to investors for any subscription commitments and that investors will enter into a lock-up undertaking whereby no shares issued upon conversion of the Bonds may be sold for a period of 180 calendar days as from the Settlement Date (as defined below).
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously converted, mature on 21 July 2019. Settlement of the Bonds is expected to take place on 21 July 2017 (the “Settlement Date”). Anoto does not intend to make any application for the Bonds to be admitted to trading on any regulated or non-regulated market. As a consequence of the relatively small size of the transaction, the Company has decided not to engage any investment bank or securities broker for the placing of the Bonds. This means that no commissions will be deducted from the proceeds of the Offering.
The Bonds will be offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws, rules and regulations.
For further information, please contact:
Joonhee Won, CEO
James Shannon, COO
For more information about Anoto, please visit www.anoto.com or email ir@anoto.com .
Anoto Group AB (publ), Reg. No. 556532-3929, Mobilvägen 10, SE- 223 62 Lund, tel. +46 46 540 12 00
This information is information that Anoto Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 19.30 CET on 5 July 2017.
About Anoto
Anoto is a global leader in digital writing and drawing solutions. Its technology enables high-precision pen input on nearly any surface. Anoto is present around the world through a global network of strategic licensing partners that deliver user-friendly writing and drawing solutions for effective collection, transfer and storage of data. Anoto is traded on the Small Cap list of Nasdaq Stockholm under ANOT.
IMPORTANT INFORMATION
NO ACTION HAS BEEN TAKEN BY THE ISSUER OR ANY OF ITS AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”) OR SHAREHOLDERS OF THE COMPANY INVESTING AT LEAST THE MIMIMUM INVESTMENT AMOUNT OF SEK 1,000,000. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”). THE ISSUER DOES NOT MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS. NO PROSPECTUS WILL BE PREPARED OR AVAILABLE IN RELATION TO THE BONDS OR THE ORDINARY SHARES TO BE ISSUED UPON CONVERSION OF THE BONDS.
