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Press releases

Fragbite Group publishes company description in connection to an offering of new shares and intended listing on Nasdaq First North Growth Market provided that the company obtains final approval

Regulatory22 June, 2021 at 10:08


Fragbite Group AB (publ) (“Fragbite Group” or “the Company”) hereby publishes a company description (the “Company Description”) in connection with the offering (the “Offering”) of new shares decided by the Board on 21 June 2021, with the support of the authorization from the annual general meeting on December 21, 2020. The Offering will, upon full subscription, raise approximately SEK 15 million prior to transaction costs. Furthermore, the Company has the option to extend the Offering by SEK 5 million in the form of an extension option (the “Extension Option”) as well as through an over-allotment option of a maximum of SEK 3 million. The Company has received a preliminary approval from Nasdaq Stockholm AB regarding listing on Nasdaq First North Growth Market. For final approval, it is required that the usual conditions, including the distribution requirement, are met. The subscription period starts today.

The Offering in summary:

  • The offering price is set at SEK 4.00 per share (the “Offering price”), which corresponds to a total market value for the Company's shares of approximately SEK 281 million prior to the Offering.
  • The Offering comprises a maximum of 3,750,000 newly issued shares in Fragbite Group. If the Offering is fully subscribed, the Company will receive a gross payment of SEK 15.0 million, before transaction costs related to the Offering.
  • In addition, the Company's board of directors has decided on the Extension Option consisting of an additional 1,250,000 newly issued shares. If the Extension Option is fully subscribed, the Company will receive an additional gross payment of SEK 5.0 million.
  • To cover any over-allotment in connection with the Offer including the Extension Option, the Company will, in relation to a stabilizing agent, undertake to issue a maximum of 750,000 new shares, corresponding to a maximum of 15.0 percent of the number of shares covered by the Offering including the Extension option (“the Overallotment Option”).
  • If the Offering, including the Extension Option and the Overallotment Option, is fully subscribed, the Company will receive approximately SEK 23.0 million before deductions for transaction costs, which corresponds to approximately 7.6 percent of the share capital and votes in the Company, after the Offering.
  • Prior to the Offering, a group of investors has, at the same price as other investors, undertaken to subscribe for shares corresponding to a total value of SEK 9.1 million, corresponding to approximately 60.7 percent of the Offering. The subscription commitments are not secured by a bank guarantee, blocking funds, pledges nor similar arrangements. No compensation is paid for the commitments distributed as follows (rounded amount):
    • Inbox Capital AB, SEK 2,500,000
    • Ilja Batljan, SEK 2,000,000
    • Mikael Pettersson, SEK 1,200,000
    • Karl-Erik von Bahr, SEK 1,000,000
    • Stefan Tengvall, SEK 1,000,000
    • Sten Wranne, SEK 300,000
    • Joachim Rittfeldt Hofvenschiöld, SEK 300,000
    • Daniel Pereaux, SEK 200,000
    • Niclas Bergkvist, SEK 150,000
    • Dawid Myslinski, SEK 150,000
    • Olof Kajbjer, SEK 100,000
    • Marcus Teilman, SEK 100,000
    • Viktor Wågström, SEK 50,000
    • Karl Kajbjer, SEK 50,000
  • The Offering is directed towards the general public in Sweden, Denmark, and Finland as well as institutional investors in Sweden and internationally.
  • The subscription period for the Offering is expected to take place from 22 June 2021 to 6 July 2021.
  • The estimated first day of trading of the Company's shares on Nasdaq First North Growth Market is July 12 2021 and the estimated settlement date is July 9 2021.
  • The shares will be traded under the short name (ticker) "FRAG".
  • Approximately 47.8 percent of the Company's shareholders, including board members and management, have, through an agreement with Skills Corporate Finance AB, committed to a so-called lock-up of shares that are not to be sold as part of the Offering for a period of up to 450 days from first day of trading on Nasdaq First North Growth Market. Lock-up agreements comprise a total of approximately 44.2 percent of the shares and votes in the Company given a fully subscribed Offering.
  • Complete information about the terms of the Offering can be found in the Company Description. The Company Description has today been published on Fragbite Group's website (

Stefan Tengvall, President and CEO of Fragbite Group
“With the listing on Nasdaq First North Growth Market, we are entering a new and exciting phase in the Company's history, after the Company had an exciting start to 2021, including acquisitions and sales growth. We see a clear demand in the market and through the Offering, we will have the financial strength required to pursue the stated growth strategy. I look forward to continuing our growth journey together with existing and new shareholders.”

Niclas Bergkvist, Chairman of the Board of Fragbite Group
“The interest in Fragbite Group has been great and it is with pleasure that we can offer investors to take part in the full potential of the Company and participate in the growth journey that we have ahead of us. I am convinced that a broader shareholder base of both private and institutional owners will further strengthen the business in the future.”

Reasons for the Offer and the Company's use of cash
Fragbite Group is a group that provides and develops games and operates an e-sports platform. The Company pursues a global expansive growth strategy, primarily based on acquisitions, primarily in mobile gaming and e-sports.

The purpose of the listing is to provide fans, employees and other investors with a genuine interest in Fragbite Group and its customer offering the opportunity to participate in the Company's growth journey. The Company also wants to facilitate the adopted growth and acquisition strategy in connection with the listing on the Nasdaq First North Growth Market. The Company's board has a clear plan for how the capital from the Offering will be used. Overall, the board assesses that the Company's market potential justifies a public capitalization through the offering with a subsequent listing of the Company's shares.

If all new shares in the Offering are subscribed for and the Offering is extended to a maximum, the Company will receive approximately SEK 20.4 million after deductions for transaction costs of approximately SEK 2.6 million. The Company intends to mainly use the net proceeds from the Offering to invest in mobile game development, e-sports events and to strengthen the Company's financial position with the following order of priority:

1) Working capital for the Company's operations (approximately 10 percent).
2) Investments related to Company acquisitions (approximately 70 percent).
3) Investments related to the development of mobile games (approximately 10 percent).
4) Investments related to events in e-sports (approximately 10 percent).

Company Description and subscription
A Company Description that contains complete terms and instructions for the Offering and further information about investment commitments made, lock-up agreements entered into in advance, etc. has today been published on Fragbite Group's website (, Skills Corporate Finance Nordic AB’s website ( under the tab "Ongoing transactions", Avanza Bank AB's website ( under the tab "Save & Invest" and Nordnet Bank AB's website ( under the tab "My pages". Notifications from the public must be made directly via Avanza Bank AB or trustees such as Nordnet Bank AB or Avanza Bank Holding AB.

The Company Description does not constitute a prospectus in accordance with Commission Delegated Regulation (EU) 2019/980 and Article 20 of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and has not been reviewed and approved by the Swedish Financial Supervisory Authority. The Company Description is exempt from the prospectus obligation according to section 4 of the Act (1991: 980) on trading in financial instruments, taking into account that the total amount paid during rolling 12 months corresponds to a maximum of EUR 2.5 million.

Indicative schedule
Subscription period: June 22 – July 6, 2021
Publication of the outcome of the Offer: 7 July 2021
Settlement date: 9 July 2021
First day of trading on the Nasdaq First North Growth Market: July 12, 2021. This presumes that final approvals are obtained from Nasdaq.

Stabilization measures
Fragbite Group will engage a stabilizing agent that may carry out transactions in connection with the Offer in order to maintain the market price of the shares at a level above what could otherwise prevail in the open market. Such stabilization measures may be conducted on the Nasdaq First North Growth Market, the OTC Market or otherwise, at any time during the period beginning on the first day of trading on Nasdaq First North Growth Market and ending no later than 30 calendar days thereafter. However, the stabilizing agent has no obligation to take any stabilization measures and there is no guarantee that stabilization measures will be taken. Under no circumstances will transactions be carried out at a higher price than that stated in the Offer.

The stabilizing agent may use the Overallotment option to over-allot shares to enable stabilization measures. The stabilization measures, if implemented, may be suspended at any time without notice but must be suspended within the above-mentioned 30-day period. The stabilizing agent must publish by the end of the seventh trading day, after stabilization transactions have taken place, in accordance with Article 5 (4) of the Market Abuse Regulation (EU) 596/2014 (MAR) and Commission Delegated Regulation (EU) 2016/1052, that stabilization measures have been taken. Within one week after the end of the stabilization period, the stabilizing agent will publish whether or not stabilization measures were taken, the date on which the stabilization was initiated, the date on which the stabilization was last carried out and the price range within which stabilization was carried out for each date on which stabilization measures were implemented.

Dilution as a result of the Offering
If all new shares in the Offering are subscribed for and the Offering extends to its maximum, the maximum share capital of the Company will be increase by SEK 95,831.72 through a new issue of 5,750,000 shares, which corresponds to approximately 7.6 percent of all outstanding shares and votes in the Company after the Offering. The calculations have been based on the current number of shares in the Company, i.e., 70,360,303 shares.

Skills Corporate Finance Nordic AB is the financial advisor to the Company and selling shareholders in connection with the Offering. The law firm Lindahl in Malmö AB is a legal advisor to Fragbite Group in connection with the Offering and has assisted the Company in the preparation of the Company Description. Avanza Bank AB acts as an issuer regarding the Offering. Redeye AB has been appointed the Company's Certified Adviser on Nasdaq First North Growth Market. Nordnet Bank AB acts as a Selling Agent towards retail investors.

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