NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO
The board of directors of Artificial Solutions has resolved on a rights issue of approximately SEK 25.6 million conditional on the approval of the general meeting of shareholders
The board of directors of
"For the last 20 years
The results of this is that we have strong growth in recurring revenues (+50% year over year in the third quarter 2023) and an industry leading Net Revenue Retention Rate (NRR) of 151%. Customers love the technology and our market is forecasted to grow with 38% p.a. until 2031 according to
Last year when we raised capital in a rights issue, we did not quite raise the amount that we targeted. We aimed to raise approximately 145 MSEK and finally raised close to 100 MSEK. We have therefore this year focused on primarily increasing our existing customers usage as this gives the greatest gross margin contribution and during 2023, we have managed to exceed our budget in terms of revenues and lower costs. This rights issue targeting to raise approximately 25.6 MSEK in new capital is aimed at during 2024 continue to grow our existing customers but also take advantage of our references and partnerships to increase our market presence and win new customers.
The proceeds from the rights issue is intended to primarily invest in our marketing and sales activities and coupled with continuing to develop the Company's Teneo.ai® platform. This rights issue to our existing shareholders is an important step in our goals of becoming cash flow positive during 2024 as well as meeting our other long-term financial targets", Per Ottosson, CEO, comments.
Summary
- The board of directors of
Artificial Solutions has today resolved on the Rights Issue, conditional on the subsequent approval of the general meeting. -
The net proceeds from the Rights Issue are intended to be used for the following purposes listed in order of priority; (i) continued marketing of the Company's SaaS solution Teneo, (ii) continued development of Teneo, (iii) recruitment of key personnel in sales, marketing and technology development, and (iv) financing of the Company's ongoing operations.If the Rights Issue is fully subscribed, the Company will receive approximately
SEK 25.6 million before deduction of transaction costs. -
The subscription price is
SEK 0.15 per share. -
Existing shareholders will receive one (1) subscription right for each share owned on the record date on
17 January 2024 . Six (6) subscription rights entitle to subscription for ten (10) new shares. -
The subscription period in the Rights Issue runs from and including
19 January 2024 , up to and including2 February 2024 . -
The subscription commitments from existing shareholders, including persons from the board of directors and management, and external investors amount to approximately
SEK 14.3 million , corresponding to approximately 55.8 per cent of the Rights Issue. -
Certain shareholders have provided non-binding declarations of intent of participation in the Rights Issue. Such declarations of intent amount to approximately
SEK 1.1 million , corresponding to 4.4 per cent of the Rights Issue.
Background and reason
The Company is pleased to report consistent progress in 2023 with the expansion of our Teneo.ai® platform. This has involved enhancing existing customer engagements by broadening the range of use cases, languages, channels and geographical coverage. These efforts have contributed to a notable 50% increase in recurring revenues in the third quarter of 2023, compared to the same period in 2022, and our Net Revenue Retention rate (NRR) has exceeded 150%.
We continue to focus on our major customers, with Teneo.ai® now facilitating 15-20% of global natural language voice interactions. This includes the deployment of the world's largest customer implementations in a market expected to grow at an annual rate of 38% until 2031.
Teneo.ai® has proven its value in delivering significant savings, as seen in a
In collaboration with Microsoft, as part of the
To support our continued growth, we are undertaking a Rights Issue. This step is aimed at increasing our API call volumes and recurring revenues, and enhancing our SaaS ARR (Annual Recurring Revenues). We plan to invest in marketing and sales activities and personnel, while also continuing to develop the Teneo.ai® platform, to maintain our competitive edge in the market.
Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive approximately
- Approximately 35 per cent will be used for marketing the company's SaaS service, Teneo, in line with the Company's business plan, and further drive the revenue growth through growing and marketing the platform towards new and existing partners and customers.
- Approximately 50 per cent will be used for continued development of the Teneo platform in order to remain a leader and pioneer within the Conversational AI market.
- Approximately 5 per cent will be used for a selective recruitment of key personnel within sales, market and product development.
- Approximately 10 per cent will be used to support the Company's operational activities and working capital requirements for the Company to reach its financial targets and communicated strategy.
General meeting
Through a separate press release, the board of directors will convene an extraordinary general meeting to be held on
The Rights Issue
Shareholders who are registered in the share register in
Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves in accordance with all of the board of directors' proposals, the number of shares in
The last day of trading in
Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to 62.5 per cent (calculated on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders will have the opportunity to partly compensate themselves financially for this dilution effect by selling their received subscription rights.
In the event all shares in the Rights Issue are not subscribed for with the support of subscription rights, the board of directors shall, within the framework of the Rights Issue's maximum amount, resolve on the allotment of shares subscribed for without the support of subscription rights. In case of over-subscription, allotment shall be made in according to the following principles:
- Firstly, shares shall be allotted to those who have subscribed for shares with the support of subscription rights (regardless of whether they were shareholders on the Record Date or not), pro rata in relation to how many shares each subscriber subscribed for with the support of subscription rights, and to the extent that this is not possible, by drawing of lots.
- Secondly, if all shares are not allotted according to the above, allotment shall be made to those who have notified interest to subscribe for shares without preferential rights, and in case of oversubscription, in relation to the number of shares set out in the respective subscription notifications, and to the extent this is not possible, by drawing of lots.
The complete terms and conditions of the Rights Issue will be presented in an information memorandum that is expected to be published on the Company's website on or about
Subscription commitments and declarations of intent
Some of the Company's shareholders including persons from the board of directors and management, such as Åsa
No fee is to be paid for the subscription commitments that have been entered into. The subscription commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
In addition, the Company has received non-binding declarations of intent of participation from certain shareholders, amounting to approximately
In total, approximately
Indicative timetable
Last day of trading in shares including right to receive subscription rights | |
First day of trading in shares excluding right to receive subscription rights | |
Planned publishing date of information memorandum | |
Record date for the Rights Issue | |
Trading in subscription rights | |
Subscription period | |
Expected announcement of the outcome in the Rights Issue |
Advisors
For further information, contact
Per Ottosson, CEO,
E-mail: per.ottosson@artificial-solutions.com
This information is such information that
About Artificial Solutions
Artificial Solutions® (SSME: ASAI) is a leader in AI. Our platform, Teneo®, is used by millions of people across hundreds of private and public sector SaaS deployments worldwide. Our solution OpenQuestion® optimizes routing for Contact Centers to better serve customers and reduce costs.
Teneo runs 86 languages and dialects and can be fully integrated with call center and contact center systems. Teneo.ai, Teneo and OpenQuestion are registered brands by
Learn more at www.investors.artificial-solutions.com.
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in
In the EEA Member States, with the exception of
In the
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
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. Although 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 as 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 at 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.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in
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 (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
[1] The increase in the share capital as a result of the Rights Issue has been calculated after the completion of the reduction of the share capital, which is proposed to be resolved upon at the extraordinary general meeting on
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