In December 2021, Fragbite Group AB (“Fragbite”) acquired all shares in Lucky Kat B.V. ("Lucky Cat"). In connection with the acquisition being announced, it was announced that a maximum additional purchase price of EUR 11 million, based on Lucky Kat's earnings results during the years 2021, 2022 and 2023, could be paid. The conditions for the first additional purchase price have now been met and Fragbite has today paid EUR 4 million to the sellers of Lucky Kat, of which EUR 3 million was paid in cash and EUR 1 million was paid with newly issued shares in Fragbite.
Fragbite can now state that the performance-related conditions for payment of the first additional purchase price to the sellers of Lucky Kat have been met. The additional purchase price is the first of a maximum of three and corresponds to the full outcome according to the terms of the transfer agreement, ie EUR 4 million, of which EUR 3 million has been paid in cash and EUR 1 million has been paid with newly issued shares in Fragbite. Due to this, Fragbite's Board of Directors, with the support of the authorization from the Annual General Meeting on May 25, 2022, has decided on a directed set-off issue of a total of 1,801,092 shares in Fragbite, which, in accordance with the transfer agreement, will be issued at a price of SEK 5.89 per share, corresponding to the volume-weighted average price for Fragbite's share during the last 30 trading days before the Board's decision.
The total number of shares in Fragbite will increase in connection with the issue from 87,913,750 to 89,714,842 and the share capital will increase from approximately SEK 1,465,204.53 to approximately SEK 1,495,221.53, which corresponds to a dilution of approximately 2.05%.