The Directed New Share Issue is intended to be carried out with deviation from the shareholders' preferential rights, conditional on approval granted by an extraordinary shareholders' meeting estimated to be held on or about
The subscription price for the shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will begin immediately after publication of this press release and end before the commencement of trading on Nasdaq First North Growth Market on
The net proceeds from the Directed New Share Issue are intended to be used to finance the cash part of the purchase price in the Acquisition, transaction costs and working capital needs. For further information regarding the funding of the Acquisition, see separate press release with the headline "
The reasons for the deviation from the shareholders' preferential rights is to raise capital in a time and cost efficient manner and further to diversify the ownership base in the Company among Swedish as well as international institutional and reputable investors . Given that the subscription price in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, it is the board of directors' assessment that the subscription price will be determined at market terms and conditions.
The completion of the Directed New Share Issue requires, among other things, that
Large institutional shareholders and management in Agent, have undertaken, with certain customary exceptions, not to sell the newly issued shares received as consideration in the Acquisition for a certain period after the closing date. For management and key personnel in Agent, the lock-up period is 24 months from the closing date, for large shareholders, the lock-up period is 12 months from the closing date. The lock-up agreements allow off-market transactions after six months.
Provided strong interest in participating in the Directed New Share Issue, two large shareholders in Agent has been allowed to sell their shares in connection to the Directed New Share Issue due to their difficulty in owning Swedish publicly traded shares. (for further information regarding the Acquisition, see separate press release with the headline "
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Important information
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
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The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, 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 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. Undue reliance should not be placed 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. The Company does not 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, unless it is not required by law or First North Growth Market rule book for issuers.
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
Notwithstanding the Target Market Assessment, Distributors should note that: the price of 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
This disclosure contains information that
About
Staying at the forefront of technology advancements we continue developing agile algorithms providing the best possible security solutions for clients worldwide.
The
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https://news.cision.com/irisity-ab/r/irisity-ab--publ--intends-to-carry-out-a-directed-new-share-issue-to-partly-finance-the-acquisition-,c3409297
https://mb.cision.com/Main/8006/3409297/1463779.pdf
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