NY VFXWAALA, a renowned and award-winning post-production studio specializing in visual effects and DI, has firmly established itself in the Indian market. Since its inception in 2015, the company has successfully contributed to approximately 300 films, earning widespread acclaim for its premium services. Headquartered in
"It is pleasing to welcome NY WFXWAALA as a business partner and a strategic investor in
"Our endeavours involve setting new benchmarks with each project. We embrace a continuous process of learning, evolution, and adaptation to the latest technologies. I am delighted to extend our NY family through the Goodbye Kansas partnership. Our unwavering passion for delivering excellence persists, fuelled by our core values and dedication. We take pride in associating with a like-minded partner such as
"We are thrilled about partnering with the
“NY VFXWAALA is an ideal partner for
Both parties will contribute with creative and technological expertise to offer technology-driven visual content to film, tv and gaming companies in
- Improve profit margins by utilising scalable production hub resources and establish a global approach to resource planning & talent acquisition.
- Accelerate revenue growth through scalable capacity addition and increased sales efforts within existing business segments (VFX, Animation, Game Trailers and In-Game) in new geographical markets and benefit from the trend of increased outsourcing of VFX and gaming content.
- Strengthen service offerings globally, with a combined increased scope of services whilst exploiting the Indian Games market and additional Asian markets.
Goodbye Kansas state-of-the-art scanning and motion capture studio will be extended to serve our clients inAsia and beyond.- Establish a collaborative Research and Development (R&D) team between both partners. This team will focus on creating innovative tools and technological advancements.
The parties aim to make the Joint Venture and integrated collaboration operational as of Q3 2024.
Summary of the Rights Issue
- The subscription price in the Rights Issue has been set at
SEK 1.35 per share which, assuming the Rights Issue is fully subscribed, amounts to proceeds of approximatelySEK 21.8 million , before deduction of transaction costs. - For each existing share held on the record date, one (1) subscription right is received. The subscription rights entitle the holder to subscribe for new shares with preferential rights, whereby five (5) subscription rights give the right to subscribe for fourteen (14) new shares.
- The largest shareholder,
Quarterback Capital AB and a number of existing shareholders, Chairman of the BoardPer Anders Wärn andNowo Fund Management AB among others, have entered into subscription commitments of approximatelySEK 10.3 million , corresponding to approximately 47.1 per cent of the Rights Issue. - In addition, a number of existing shareholders and external investors have entered into guarantee commitments of approximately
SEK 11.5 million , corresponding to approximately 52.9 percent of the Rights Issue. - The Rights Issue is thus fully covered by subscription and guarantee commitments, corresponding in total to approximately
SEK 21.8 million . - The Rights Issue will be subject to the approval of an Extraordinary General Meeting planned to be held on
2 April 2024 . - The record date for the right to participate in the Rights Issue with preferential rights is
4 April 2024 , and the subscription period is expected to run from and including8 April 2024 , up to and including22 April 2024 .
The Directed Convertible Issue
- A convertible loan of
SEK 15,000,000 (nominal amount), which carries the right to convert to 11,111,111 shares in the Company. The subscription price for the convertible debentures corresponds to the nominal amount of the convertible debentures. - The conversion price per share is
SEK 1.35 . - The convertible loan carries no interest.
- To the extent that conversion has not occurred, the convertible loan must be repaid in full on
31 March 2026 (the "Due Date") at the latest. - The right to subscribe in the Directed Convertible Issue shall vest with the Investor, or an affiliate of the Investor.
- The Investor shall subscribe and pay for the convertible debentures in connection with the settlement in the Rights Issue. The Investor and the Company have agreed that the Investor's subscription and payment for the convertible debentures is subject to, inter alia, that the representations provided by the Company are accurate and that no events occur that would have a material adverse effect on the Company.
- The Investor is entitled to convert the convertible debentures from the period commencing when the convertible debentures have been registered with the Swedish Companies Registration Office until
30 March 2026 . - The Investor has undertaken to convert the convertible debentures upon occurrence of certain events relating to the performance of the Company and certain milestones being achieved in the Joint Venture (the "Trigger Events"). In the event the Trigger Events have not been achieved by the Company as per
31 December 2024 , the Investor may grant the Company a cure period of six (6) months from28 February 2025 to complete the Trigger Events ("Cure Period"). The Investor may extend the Cure Period for another three (3) months, from the expiry of the Cure Period ("Extended Cure Period"). - In an event the Company fails to complete the Trigger Events on or before the expiry of the Cure Period or the Extended Cure Period, as the case may be, the Investor shall be entitled to receive early repayment of the outstanding nominal amount under the convertible debentures. The repayment shall be made within four (4) months from the expiration of
28 February 2025 , the Cure Period or the Extended Cure Period (as the case may be). - The Company has undertaken not to issue additional shares or other share-related instruments until and including
15 April 2025 (the "Lock-Up Period"). If the Trigger Events are not met, the Lock-Up Period may be extended to and including31 August 2025 . - The Directed Convertible Issue is carried out with deviation from the shareholders' preferential rights. The Board of Directors' assessment is that the Company could not have carried out a capital acquisition to create financial preparedness in another form on more favourable terms for the Company and its shareholders. The Board of Directors has in this context, carefully considered the possibility of acquiring the corresponding capital through an issuance of convertible debentures with preferential rights for the current shareholders or a larger rights issue of shares than the Rights Issue, but it has, however, been assessed that such new issue, compared to the Directed Convertible Issue, would entail a significantly longer implementation period and higher costs. A longer implementation period may entail that the Company misses out on such market opportunities for which the capital acquisition serves to create to financial preparedness. A longer implementation period also entails an increased market exposure as well as a higher potential risk of a material negative impact on the share price of the Company's shares. Such new issue would also entail higher costs and would likely be carried out at a lower subscription price, why it is the Board of Directors' overall conclusion is that the Directed Convertible Issue together with the Rights Issue is the most suitable alternative for the Company and its shareholders. In addition, the Board of Directors considers the Investor to be a long-term strategic partner. The conversion price of
SEK 1.35 per share corresponds to a premium of approximately 22.7 per cent compared to the closing price of the Company's shares on13 March 2024 (SEK 1.10 per share). The conversion price in the Directed Convertible Issue have been determined through negotiations at arms-length with the Investor and the Board of Directors' assessment, based on such negotiations and the advice from a financial advisor, is that the conversion price is in line with market conditions.
Background and reasons for capital raise
During 2023
The proceeds from the Rights Issue and Directed Convertible Issue amount to approximately
Terms and additional information about the Rights Issue
According to the proposed terms, registered shareholders of
The record date for determination of which shareholders are entitled to participation in the Rights Issue is
Subscription may also take place without the support of subscription rights. In the event not all shares are subscribed for with the support of subscription rights in accordance with the above, the Board of Directors shall, within the limit of the maximum amount of the Rights Issue, decide on allotment of shares subscribed for without the support of subscription rights. Firstly, such allotment shall be made to those who have subscribed for shares with subscription rights, regardless of if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for through exercise of subscription rights and, insofar this cannot be done, by drawing lots. Secondly, allotment shall be made to those who have subscribed for shares without subscription rights, pro rata in relation to the number of shares subscribed for and, insofar this cannot be done, by drawing lots. Thirdly, allotment shall be made to those who have entered guarantee commitments, in relation to such guarantee commitments.
Trading in paid subscribed shares ("BTAs") on Nasdaq First North Growth Market is expected to take place during the period from and including
Preliminary timetable for the Rights Issue
2 April 2024 : Extraordinary General Meeting2 April 2024 : Last day of trading in the share, including the right to receive subscription rights3 April 2024 : First day of trading in the share, excluding the right to receive subscription rights4 April 2024 : Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register maintained byEuroclear Sweden AB on this date will receive subscription rights for participation in the Rights Issue with preferential right- 8 April –
17 April 2024 : Trading in subscription rights - 8 April –
22 April 2024 : Subscription period 23 April 2024 : Expected day for publication of the outcome of the Rights Issue
Subscription and guarantee commitments
The largest shareholder,
In addition, a number of existing shareholders and external investors have entered into guarantee commitments of approximately
A guarantee fee will be paid to the guarantors, based on current market conditions, of twelve (12) per cent of the guaranteed amount. No fee will be paid for subscription commitments from existing shareholders. Neither the subscription commitments nor the guarantee commitments are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
All current shareholders who have entered subscription commitments in the Rights Issue, corresponding to about 47.1 per cent of all outstanding shares in
Shares and dilution
Through the Rights Issue, the Company’s share capital will increase with up to approximately
Through the Directed Convertible Issue, and upon full conversion to shares in the Company, there will be an additional increase in the share capital of up to approximately
The Bridge Loans
Extraordinary General Meetings
The Extraordinary General Meeting to approve the Board of Directors’ resolution on the Rights Issue is planned to be held on
Memorandum
A memorandum regarding the Rights Issue will be published no later than
Advisors
This information is information that
For more information, please contact:
E-mail: stefan.danieli@goodbyekansas.com
Tel: +46 701 981049
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.
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