Bifogade filer
PR-Directed-issue-aug30-2021.pdf
Kurs & Likviditet
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
The Board of Directors of Arcane Crypto AB ("Arcane Crypto" or the "Company") has today, by virtue of the authorization from the Annual General Meeting held on 21 May 2021, resolved on and carried out a directed issue of 300,925,294 units (the "Directed Issue") to a group of qualified investors with a proven interest in Arcane Crypto and the crypto currency sector. Each unit consists of one (1) share and one (1) warrant of series 2021:5. The subscription price of the units in the Directed Issue amounts to SEK 0.203 per unit, corresponding to a subscription price of SEK 0.203 per share. The warrants were issued free of charge. Each (1) warrant of series 2021:5 entitles the holder to subscribe for one (1) newly issued share in the Company during the period commencing 1 September 2021 up to and including 28 February 2022. The subscription price per share exercised through a warrant of series 2021:5 is SEK 0.2436. Through the Directed Issue Arcane Crypto will receive proceeds amounting to approximately SEK 61.1 million before deduction of transaction costs. Upon full exercise of the warrants of series 2021:5, Arcane Crypto will receive proceeds amounting to approximately an additional SEK 73.3 million.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
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"For Arcane, our ability to attract strong investor demand enables us to seize the opportunities in the market quickly and pursue our plans for monetization. The proceeds from the raise will in large part be used towards our establishment of a mining business, which we view as a highly profitable business opportunity that will bring substantial revenue and cashflow to the company. With our mining investments, we expect the Group to be cashflow positive from year end 2021 and thereby fully funded as is. Arcane is growing fast and the development of the crypto sector is accelerating. It is exciting to see the great investor interest we are receiving, enabling us to bring on a group of high-quality investors, including some existing shareholders such as Morten Klein, with a long-term interest in the sector and the company. With a strengthened balance sheet and investor base, we are now in an even stronger position to grow further." says Torbjørn Bull Jenssen, CEO Arcane Crypto.
Arcane Crypto's Board of Directors has, by virtue of the authorization from the Annual General Meeting held on 21 May 2021, resolved on and carried out the Directed Issue to a group of qualified investors with an interest in the cryptocurrency sector. All units issued have been allotted to the investors.
The subscription price in the Directed Issue amounts to SEK 0.203 per unit, corresponding to a subscription price of SEK 0.203 per share. The warrants were issued free of charge. The subscription price was determined through negotiations with the qualified investors and it is the Board of Directors' assessment that the subscription price is in accordance with current market conditions. Through the Directed Issue Arcane Crypto will receive proceeds amounting to approximately SEK 61.1 million before deduction of transaction costs. Upon full exercise of the warrants of series 2021:5, Arcane Crypto will receive proceeds amounting to approximately an additional SEK 73.3 million.
Each (1) warrant of series 2021:5 entitles the holder to subscribe for one (1) new share in the Company during the period commencing 1 September 2021 up to and including 28 February 2022. The subscription price per share exercised through a warrant of series 2021:5 is SEK 0.2436. The subscription price, as well as the number of new shares to which each warrant entitles the holder to subscribe, may be recalculated in accordance with customary terms and conditions.
The reasons for the deviation from the shareholders' pre-emption rights is to raise capital in a time and cost-efficient manner, at attractive terms for the Company from qualified investors with a long-term interest in the cryptocurrency sector. The proceeds from the Directed Issue will be used to further enhance the growth of the Company, with a particular focus on the mining business under establishment, in addition to general corporate purposes. As previously announced, the Company is in the process of negotiating the acquisition of mining equipment.
The Directed Issue will, upon full exercise of the warrants, result in a dilution of approximately 6,85 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will, upon full exercise of the warrants, increase by 601,850,588 from 8,187,082,572 to 8,788,933,160. The share capital will increase by approximately SEK 2,195,986.595487, from SEK 29 872 403,454820 to approximately SEK 32 068 390,050307.
This information is information that Arcane Crypto AB is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the below contact person, for publication on 30 August 2021 at 08:45 CET.
Advisers
Eminova Fondkommission AB is administrating the new issue on behalf of the Company and Törngren Magnell & Partners Advokatfirma KB is legal counsel to the Company in connection with the transaction.
For further information, please contact:
Torbjørn Bull Jenssen, CEO, Arcane Crypto AB
e-mail: post@arcanecrypto.se
web: investor.arcanecrypto.se
The following documents can be retrieved from beQuoted
PR-Directed-issue-aug30-2021.pdf
About Arcane Crypto
Arcane Crypto develops and invests in projects, focusing on bitcoin and digital assets. Arcane operates a portfolio of businesses, spanning the value chain for digital finance. As a group we deliver services targeting payments, investment, and trading. In addition, we have a media and research leg.
Arcane has the ambition to become a leading player in the digital assets space by growing the existing businesses, invest in cutting edge projects, and through acquisitions and consolidation.
The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser, tel. +46 8 5030 1550, e-mail: ca@mangold.se, web: www.mangold.se.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Arcane Crypto has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed Issues. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issues must be made on the basis of all publicly available information relating to the Company and the Company's shares.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issues. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
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 and 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 Arcane Crypto have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Arcane Crypto may decline and investors could lose all or part of their investment; the shares in Arcane Crypto offer no guaranteed income and no capital protection; and an investment in the shares in Arcane Crypto is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issues.
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 Arcane Crypto.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Arcane Crypto and determining appropriate distribution channels.