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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE DISTRUBTION OF THIS PRESS RELEASE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM SWEDISH LAW. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Katalysen Ventures AB (publ) ("Katalysen" or the "Company'") has today resolved on a share issue with preferential rights for existing holders of approximately SEK 8.4 million at a subscription price of SEK 6.0 per share (the "Rights Issue"). In the event of oversubscription Katalysen can also decide to utilize an overallotment issue (the "Overallotment Issue") to raise up to an additional SEK 3.0 million. The Company has no obligation to utilize the Overallotment Issue. The Rights Issue is secured in writing by members of the board, management and existing shareholders to a total of 48.5 percent (corresponding to approximately SEK 4.1 million) through subscription and guarantee commitments (free-of-charge top guarantee). Katalysen sees increasing market opportunities arising from the current challenging macroeconomic environment, where fewer players are willing to act. The Company aims to be the active and solutions-oriented partner when others hesitate. However, in order to maintain the necessary pace and impact, Katalysen wants to strengthen its capital base. This underlies the Board of Directors' decision to pursue the Rights Issue to further solidify Katalysen's position.
Peter Almberg, Chairman, comments:
"I believe the timing is ideal to offer both existing and potential new shareholders the opportunity to take part in the company's next phase. A phase that will include exits, improved cash flow and many new deals, all based on our modified and now proven business model. This marks the beginning of a new chapter and a renewed opportunity to create shareholder value. Let's go for it."
Anders Dahlgren, CEO, comments:
"We are truly grateful for the continued support from some of our key shareholders. Their strong commitment is reflected in the fact that approximately 48.5 percent of the rights issue has already been secured, a clear sign of confidence in Katalysen's new strategy and future. With this rights issue, we strengthen our ability to act where others hesitate, and continue building value through our hands-on model for investing in complex, opportunity-rich situations. At a time when many see obstacles, we see potential. This capital raise allows us to accelerate our momentum, support upcoming exit opportunities, and take the next step in broadening our reach across the Nordic and European innovation landscape."
Summary:
- Rights Issue of 1,400,988 shares, corresponding to, at full subscription, proceeds of approximately SEK 8.4 million before issue costs.
- The Rights Issue is carried out by exercise of the authorization granted by the annual general meeting on 24 April2025. The Overallotment Issue is conditional upon a resolution by the Board of Directors to utilize the Overallotment Issue, as well as the approval of an extraordinary general meeting.
- Existing holders of shares will receive seven (7) subscription right for each held share in Katalysen. Forty-one (41) subscription rights entitle the holder to subscribe for one (1) new share.
- The subscription price has been set at SEK 6.0 per share. The subscription price will apply to both the Rights Issue and the potential Overallotment Issue.
- The rights issue is secured in writing by members of the board, management and existing shareholders to a total of 48.5 percent (corresponding to approximately SEK 4.1 million) through subscription and guarantee commitments (free-of-charge top guarantee).
- The record date for the Rights Issue is 23 June 2025.
- The subscription period in the Rights Issue runs from and including 24 June 2025 until and including 8 July 2025.
Motive and use of proceeds
During 2024 and the first half of 2025, Katalysen has undergone a strategic transformation, shifting its focus from early-stage startup investments to a more targeted model for value creation in mature, founder-led companies facing complex challenges.
Through restructurings, management buyouts, and strategic pivots, Katalysen has developed a model that combines the best elements of venture capital and private equity at an early stage, a model the Company refers to as early-stage private equity. This model has already proven its potential, and with that experience as a foundation, the Company's direction is clear: to accelerate growth through high-quality transactions and continued hands-on engagement with its portfolio companies.
Katalysen sees increasing market opportunities arising from the current challenging macroeconomic environment, where fewer players are willing to act. The Company aims to be the active and solutions-oriented partner when others hesitate. However, in order to maintain the necessary pace and impact, Katalysen must strengthen its capital base. In the light of this, the Board of Directors has decided on the Rights Issue in order to:
- Finance new investments in line with the Company's special situations strategy,
- Strengthen operational capacity in current and upcoming portfolio initiatives,
- Support portfolio companies in exit processes and generate new liquidity events, and
- Build financial flexibility at a time when access to capital has become a competitive advantage.
Katalysen's ambition is to create returns not by predicting the future, but by acting where uncertainty breeds opportunity. This issue of shares provides both existing and new shareholders the opportunity to be part of Katalysen's continued growth journey and to help unlock the potential of the Company's expanding portfolio.
Terms for the Rights Issue
The Board of Directors of Katalysen has, by exercise of the authorization granted by the annual general meeting on 24 April 2025, resolved to carry out an issue of shares with preferential rights for existing shareholders of a maximum of 1,400,988 shares. Katalysen's existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.
One (1) existing share in the Company on the record date of 23 June 2025 entitles to seven (7) subscription rights. Forty-one (41) subscription rights entitle the holder to subscribe for one (1) share in Katalysen. The subscription price in the Rights Issue has been set at SEK 6.0 per share.
Subscription of shares must take place during the subscription period that runs from and including 24 June 2025, to and including 8 July 2025. Subscription rights that are not used during the subscription period become invalid and lose their value. Trading in subscription rights is expected to take place on Spotlight Stock Market from and including 24 June2025, to and including 3 July 2025. Trading in BTA (Paid Subscription Share) is expected to take place during the period from and including 24 June 2025, until the Rights Issue is registered with the Swedish Companies Registration Office.
The Rights Issue will increase the share capital by a maximum of SEK 182,128.44, from SEK 1,066,752.70 to SEK 1,248,881.14 and the total number of shares will increase by a maximum of 1,400,988 shares, from 8,205,790 shares to 9,606,778 shares. Existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect corresponding to approximately 14.6 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue has been fully subscribed. Shareholders who choose not to participate in the Rights Issue have the opportunity to partially compensate themselves for the financial dilution effect by selling their subscription rights no later than 3 July 2025.
Pre-subscription- and guarantee commitments
The Rights Issue is secured in writing by members of the board, management and existing shareholders to a total of 48.5 percent (corresponding to approximately SEK 4.1 million) through subscription and guarantee commitments (free-of-charge top guarantee). Subscription commitments amount to approximately SEK 1.6 million, which corresponds to approximately 19.6 percent of the Rights Issue. Guarantee commitments amount to a total of approximately SEK 2.4million, corresponding to approximately 28.9 percent of the Rights Issue.
No compensation is paid for the subscription commitments that have been submitted, or for the top guarantee.
Subscription and guarantee commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Preliminary timetable
- Last day for trading in shares, including the right to receive subscription rights: 18 June 2025.
- First day for trading in shares, excluding the right to receive subscription rights: 19 June 2025.
- Record date for participation in the Rights Issue: 23 June 2025.
- Subscription period: 24 June 2025 - 8 July 2025.
- Trading in subscription rights: 24 June 2025 - 3 July 2025.
- Trading in BTA: from 24 June 2025, until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day for trading in BTA will be announced through a separate press release after the Rights Issue has been completed.
- Press release on the outcome of the Rights Issue: around 9 July 2025.
The Overallotment Issue
In order to enable further capital additions in the event that the Rights Issue is oversubscribed, the board of the Company may use the Overallotment Issue. Upon full exercise of the Overallotment Issue, the Company will receive up to an additional SEK 3.0 million through a directed share issue of 500,000 shares at a subscription price of SEK 6.0 per share, corresponding to the subscription price in the Rights Issue. Any exercise of the Overallotment Issue will take place by the Board of Directors deciding on a directed share issue, conditional upon the approval of an extraordinary general meeting. The Overallotment Issue is intended to be used primarily to ensure that the top guarantors receive an allocation of shares corresponding to their underwriting commitment. In the event that the Overallotment Issue is fully exercised, the share capital will increase by an additional SEK 65,000, to SEK 1,313,881.14, which corresponds to a dilution of approximately 5.0 percent (calculated after the implementation of the Rights Issue). The Board of Directors believes that it is in the interest of both the Company and its shareholders that the Company, if applicable, is provided with additional capital in a time- and cost-effective manner while strengthening its capital base by gaining additional strong investors.
The maximum dilution effect through the Rights Issue and the Overallotment Issue amounts to approximately 18.8 percent.
Information document
The Company will prepare an information document by reason of the Rights Issue in accordance with Article 1.4 (d)(b) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The information document, prepared in accordance with Annex IX to the Prospectus Regulation, is expected to be published around 23 June 2025.
Advisors
In connection with the Rights Issue, Katalysen Ventures AB has engaged Sedermera Corporate Finance AB as financial advisor, Foyen Advokatfirma i Sverige KB as legal advisor and Nordic Issuing AB as issuing agent.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal 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 legal 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 Katalysen in any jurisdiction, neither from Katalysen nor from someone else.
This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form provided for in Annex IX of the Prospectus Regulation before the subscription period in the Rights Issue begins.
This press release 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 Company. The information contained in this announcement relating to the Rights Issue 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 press release or its accuracy or completeness.
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 Rights Issue 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 the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland 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.
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 and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group 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, unless it is required by law or Spotlight Stock Market's rule book for issuers.
This disclosure contains information that Katalysen Ventures AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 12-06-2025 22:30 CET.