Rights issue

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE SUCH ACTION WOULD BE IN VIOLATION OF APPLICABLE LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ANY JURISDICTION.

The Board of Fragbite Group Fragbite Group AB (publ) (“Fragbite Group” or the “Company”) has decided on a capitalization of a maximum of SEK 72.1 million through a new issue of up to 109,206,446 Units with preferential rights for the Company’s existing shareholders (the “Rights Issue”). Full information regarding the Rights Issue and information about the Company has been provided in an EU growth prospectus published on June 28, 2024, accessible for download via the link below. Please note the prospectus is available in Swedish only.

Summary of the rights issue

  • The proceeds are intended to be used for the repayment of the Company’s utilized credit facilities and to strengthen the balance sheet in order to leverage current opportunities of increasing profitability of the Company’s portfolio.
  • One (1) existing share in the Company entitles the holder to one (1) unit right. One (1) unit right entitles the holder to subscribe for one (1) Unit, consisting of thirty-three (33) newly issued shares and four (4) newly issued warrants of series TO2 (“Warrants”). This means that a total of up to 3,603,812,718 new shares and 436,825,784 new Warrants may be issued. The Warrants are intended to be listed on Nasdaq First North Growth Market.
  • The subscription price has been set at SEK 0.66 per Unit, equivalent to SEK 0.02 per share. The Warrants are issued free of charge.
  • Through the Rights Issue, Fragbite Group can initially raise up to approximately SEK 72.1 million before deducting costs related to the Rights Issue, estimated to be approximately SEK 11 million, of which approximately SEK 6.5 million constitutes guarantee compensation provided all guarantors choose cash compensation. Upon full subscription and full exercise of all Warrants within the issued Units, the Company may receive additional capital of up to approximately SEK 11.1 million.
  • The subscription period runs from July 2, 2024, to July 16, 2024. Unit rights not utilized during the subscription period will become invalid and lose their value. Trading in unit rights is planned to take place on Nasdaq First North Growth Market from July 2, 2024, to July 11, 2024. Trading in BTU (paid subscribed unit) is planned to take place on Nasdaq First North Growth Market from July 2, 2024, to approximately July 25, 2024.
  • The Rights Issue entails an initial maximum dilution of approximately 97.1 percent. If the Rights Issue is fully subscribed and all Warrants are exercised for the subscription of shares, an additional dilution effect corresponding to approximately 10.5 percent relative to the new number of shares after the fully subscribed Rights Issue will occur.
  • The exercise period for the Warrants runs from October 1, 2024, to October 15, 2024. The subscription price upon the exercise of Warrants is SEK 0.03 per share. If all Warrants are exercised for the subscription of shares, the Company will receive additional capital of up to approximately SEK 13.1 million before issuance costs.
  • Full information regarding the Rights Issue and information about the Company has been provided in an EU growth prospectus published on June 28, 2024, accessible for download via the link above. Please note the prospectus is available in Swedish only.

Registration form and conditions

Subscription form TO2

Teckningsvillkor (Swedish) Anmälningssedel med företrädesrätt (Swedish)
Anmälningssedel utan företrädesrätt (Swedish)

Documents incorporated by reference

Fragbite Group, > Financial report 1 jan-31 mar 2024 recalculated according to K3
Fall Damage Studio Annual report 2023 (Swedish)
Fall Damage Studio Annual report 2022 (Swedish)
Fragbite Grouup Annual report 2023 (Swedish)
Fragbite Grouup Annual report 2022 (Swedish)

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