Pursuant to authorization provided at the annual general meeting of the shareholders held on 21 May 2018, the board of directors of ZetaDisplay AB (publ) (“ZetaDisplay” or the “Company”) has resolved to carry out a new issue of common shares in the amount of SEK 74.5 million subject to the pre-emption rights of ZetaDisplay’s existing shareholders (the “Rights Issue”).
Summary
- Upon full subscription, ZetaDisplay will receive SEK 74.5 million before the costs of the share issue. The board of directors plans to cause the Rights Issue to be fully underwritten through subscription undertakings and issue guarantees.
- the Rights Issue is being carried out in order to finance the acquisition of Webpro AS (which acquisition has been made public through a separate press release ) and to strengthen ZetaDisplay’s financial position.
- One (1) common share in ZetaDisplay entitles the holder to one (1) subscription right. Four (4) subscription rights entitle holder to subscribe for one (1) new common share. The share capital will thereby increase by a maximum of SEK 4,807,062 and the number of common shares by a maximum of 4,807,062 common shares. The subscription price is SEK 15.50 per share.
- The record date with Euroclear Sweden AB for participation in the Rights Issue is 4 June 2018.
- The subscription period will run from and including 7 June 2018 up to and including 21 June 2018.
- Subscription rights not exercised by such date will be invalid and become worthless. Trading in subscription rights is anticipated to take place on Nasdaq Stockholm commencing on 7 June up to and including 19 June 2018.
In the event not all common shares are subscribed for pursuant to pre-emption rights, the board of directors shall resolve on an allotment within the scope of the maximum amount of the Rights Issue. Allotment of common shares made to persons who subscribed without exercise of subscription rights shall firstly be made to persons who subscribed for common shares without exercise of subscription rights and who are shareholders of the Company and, where full allotment cannot be made to such persons, pro rata in relation to the number of common shares they own. However, subscribers who, upon application of this allotment principal, would have been allotted less than 20 common shares after rounding off shall be allotted either 20 common shares or no common shares. Allotment of common shares subscribed for without exercise of subscription rights shall thereafter be made to other persons who subscribed for common shares without exercise of pre-emption rights and, where full allotment cannot be made to such persons, pro rata in relation to the number of common shares they subscribed for without exercise of pre-emption rights. However, subscribers who, upon application of this allotment principal, would have been allotted less than 20 common shares after rounding off shall be allotted either 20 common shares or no common shares. Thereafter, allotment of common shares subscribed for without exercise of subscription rights shall be made to underwriters in relation to the underwriting commitment of each underwriter.
- The Company will prepare a prospectus as a consequence of the Rights Issue which will be made public prior to commencement of the subscription period.
Background and reasons
The Rights Issue is being carried out in order to finance the acquisition of Webpro AS, which acquisition has been made public today through a separate press release, and to strengthen ZetaDisplay’s financial position. Upon full subscription, and after the costs of the issue totalling SEK 3.3 million, the Company will obtain SEK 71.2 million. ZetaDisplay intends to use NOK 21 million of the share issue proceeds to finance the cash purchase price of the acquisition and the remainder to strengthen ZetaDisplay’s financial position.
Preliminary timetable for the rights issue
| 31 May 2018 | The last day for trading in ZetaDisplay’s shares including subscription rights |
| 1 June 2018 | First day for trading in ZetaDisplay’s excluding subscription rights |
| 4 June 2018 | Record date in order to participate in the Rights Issue, i.e. shareholders who are registered in the share register on this date will receive subscription rights in order to participate in the Rights Issue |
| 7 June – 19 June 2018 | Trading in subscription rights |
| 7 June – 21 June 2018 | Subscription period |
| Week 26, 2018 | Publication of preliminary results of the Rights Issue |
Financial and legal advisors
Erik Penser Bank AB (publ) is the financial advisor and Fredersen Advokatbyrå AB is the legal advisor for ZetaDisplay in the rights issue.
Malmö, 28 May 2018
ZetaDisplay AB (publ)
For more information, please contact: CEO Leif Liljebrunn Telephone: +46 70 845 80 52 Email: leif.liljebrunn@zetadisplay.com
The information in this press release is the type of information which ZetaDisplay is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided for publication through Leif Liljebrunn on 28 May 2018 at 8:50 AM.
About ZetaDisplay
ZetaDisplay is a leading supplier of solutions for digital shop development helping companies in the retail chain and service industry become more competitive through innovative services and products which narrow the gap between the digital and physical. ZetaDisplay is in a strong growth phase and intends to establish itself globally over the next few years. Its headquarters are located in Sweden with sales offices in Denmark, Norway, Finland, Estonia and the Netherlands. Since 2017, ZetaDisplay’s shares have been traded on Nasdaq’s main market under the ticker name ZETA. You can follow ZetaDisplay on Twitter at https://twitter.com/zetadisplaypubl and you can read more about the company on its website at http://zetadisplay.com/ .
IMPORTANT INFORMATION
The information contained in this press release does not constitute an offer to acquire, subscribe for, or otherwise trade in shares, subscription rights, or other securities in ZetaDisplay AB (publ) (“ ZetaDisplay ”), either from ZetaDisplay, Erik Penser Bank AB (publ) or any other party. The offer to relevant persons to subscribe for shares in ZetaDisplay will only be made through the prospectus which will ZetaDisplay intends to publish on the its website, following approval and registration by the Swedish Financial Supervisory Authority. Among other things, the prospectus will contain risk factors, financial information, and information about the Company’s board of directors. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for, or purchase, securities mentioned in this press release except on the basis of the information set forth in an approved and published prospectus.
The information contained in this press release is not intended to, and may not, be made public, published or distributed, directly or indirectly, in the United States, Australia, Hong Kong, Japan, Canada, Singapore, New Zealand or South Africa, or any other jurisdiction were such publication or distribution would be unlawful or require measures other than those required under Swedish law. The recipient of this press release is responsible for using this press release and information contained herein in accordance with the applicable rules in each jurisdiction.
In a member state of the European Economic Area (“ EEA ”) which has implemented Directive 2003/71/EU in its current wording (together with any implementation measures in the member state, the “ Prospectus Directive ”), this press release is only directed to investors in such EEA member state who fulfil the criteria for exemptions from the obligation to prepare a prospectus, including qualified investors, as set forth in the Prospectus Directive as implemented in each such member state.
This press release neither constitutes, nor will constitute, a part of an offer or an encouragement to purchase or subscribe for securities in the United States. Securities mentioned herein may not be offered for sale, or sold, in the United States without registration or an exemption from registration under the US Securities Act of 1933 in its current wording (“ Securities Act ”). ZetaDisplay does not intend to register any part of the offer of securities in the United States or carry out an offer of securities to the general public in the United States.
This press release, and other material regarding the securities mentioned herein, is distributed and directed solely to (i) persons who are located outside of the United Kingdom of Great Britain and Northern Ireland; or (ii) professional investors as covered by Article 19 (5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “ Order ”); or (iii) companies with high net assets and other individuals to whom this press release can be lawfully directed, who are covered by Article 49(2) (a) – (d) of the Order (all such persons in (i), (ii) and (iii) above are jointly referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire the securities mentioned here is only made to, relevant persons. Persons who are not relevant persons may not act, or rely, on this press release or any part of its content.
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