NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES PURSUANT TO APPLICABLE LAW. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF VEF. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
VEF AB (publ) (“VEF” or the “Company”) hereby announces its intention to carry out a directed share issue of up to 207,312,810 shares to Swedish and international institutional investors (the “Directed Share Issue”).
The transaction in brief
The General Meeting of VEF has resolved to authorize the Board of Directors to carry out a directed share issue of up to 25 percent of the shares outstanding at the time the authorization was adopted (1). The Company has engaged Pareto Securities AB and Nau Securities Limited to act as financial advisers in conjunction with the Directed Share Issue (together, the “Joint Managers and Bookrunners”), which will be carried out by way of an accelerated bookbuilding procedure (the “Bookbuilding”). The Bookbuilding will commence immediately.
The reasons for carrying out a share issue with deviation from the shareholders’ preferential rights are mainly to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time and cost-efficient manner. The Board of Directors’ assessment is that the subscription price in the Directed Share Issue will be in accordance with market conditions, since it will be determined through an accelerated bookbuilding procedure.
The subscription price and allocation of the new shares is expected to be determined prior to commencement of trading on Nasdaq First North Growth Market at 09:00 CEST on 25 August 2021. The Company will announce the outcome of the Directed Share Issue immediately after closing of the Bookbuilding in a subsequent press release.
The Bookbuilding, determination of the subscription price and allocation may, at the discretion of the Company or the Joint Managers and Bookrunners close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Directed Share Issue.
Background and use of proceeds
The Company intends to deploy the expected net proceeds from the transaction in a value-added way both inside and outside of their current portfolio and will continue its investment mandate of allocating capital to the best and fastest growing emerging market fintech companies. VEF expects to allocate approximately half of the net proceeds towards current portfolio companies. More specifically, the Company foresees that some of the larger names in the portfolio will explore capital raising options within the coming six to twelve months. The remainder of the net proceeds are expected to be allocated to a number of new companies from the top end of the pipeline, some of which are expected to be realized within the coming twelve months.
Consummation of the Directed Share Issue is, among other things, subject to a resolution by the Board of Directors of VEF, pursuant to the authorisation given by the General Meeting of VEF to issue new shares, following closing of the Bookbuilding.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 180 calendar days following the announcement of the outcome of the Directed Share Issue without Pareto Securities AB’s consent.
Board members and members of the management holding shares and/or warrants have undertaken not to sell any shares in VEF for a period of 180 calendar days following the announcement of the outcome of the Directed Share Issue without Joint Managers and Bookrunners’ consent, subject to customary exceptions. Similarly, the Company’s second largest shareholder, Libra Fund (2), has undertaken not to sell any shares in the Company for a period of 90 calendar days following the announcement of the outcome of the Directed Share Issue.
Pareto Securities AB and Nau Securities Limited act as Joint Managers and Bookrunners in the Directed Share Issue, Advokatfirman Vinge KB and Milbank LLP act as legal advisers to the Company and Advokatfirmaet Schjødt AS acts as legal adviser to the Joint Managers and Bookrunners.
(1) The authorization was initially adopted by the Annual General Meeting of VEF Ltd. held on 6 May 2021. In connection with the redomestication of the VEF group from Bermuda to Sweden, a corresponding resolution was adopted by the Extraordinary General Meeting in VEF AB (publ) held on 17 June 2021.
(2) Board member Ranjan Tandon represents Libra Fund, which today owns 124,198,165]shares in the Company.