The Directed Issues
The Board of M.O.B.A. Network notes that the interest in the Bookbuilding Procedure was high and that the offering was strongly oversubscribed by new and existing institutional and professional investors shortly after the publication of the Bookbuilding Procedure. Investors in the Directed Issues include TIN Fonder and Alcur Fonder.
The purpose of the Directed Issues and the reason for deviating from the shareholders' preferential right is to raise capital in a time- and cost-effective manner in order to finance the acquisition of Magic Find Inc. and to finance organic growth and possible future acquisitions. The additional capital contributes to the Company being able to utilize the opportunities for continued profitable growth through acquisitions. By determining the subscription price in the Directed Issues through a Bookbuilding procedure, the Board's assessment is that the subscription price is set in accordance with market practice.
“The acquisition of Magic Find is transformative and an important part of our strategy to grow through acquisitions and offer more attractive platforms for users within our communities. The acquisition is in line with our strategy to broaden our value chain with a strong offering within streaming. We also add a strong team to the M.O.B.A. family that wants to develop their business and add high competence and long experience from YouTube and Twitch ", says Björn Mannerqvist, CEO of M.O.B.A. Network.
The part of the Directed Issues that is resolved within the existing mandate granted by the Annual General Meeting held on February 25, 2021 amounts to 170,358 shares and the part subject to the subsequent approval of an Extraordinary General Meeting amounts to 364,642 shares. The acquisition of Magic Find is not conditional upon the subsequent approval of the General Meeting.
Following the registration of the Directed Issues with the Swedish Companies Registration Office, the total number of shares in the Company will amount to 2,238,582. The Directed Issues entails a dilution of approximately 23.9 percent of the number of shares and votes in the Company, based on the total number of shares in M.O.B.A. Network after the Directed Issues. The share capital will increase by SEK 535,000 from SEK 1,703,582 to SEK 2,238,582.
The Directed Issues are intended to be carried out partly within the existing mandate granted by the Annual General Meeting held on February 25, 2021. The part of the Directed Issues not covered by the granted mandate is subject to the subsequent approval of an Extraordinary General Meeting.
Voting undertakings and share loans
Shareholders corresponding to 53.2 percent of the number of outstanding shares in the Company, including 170,358 newly issued shares that are issued within the existing mandate, have undertaken to vote in favour of the Board's decision to issue the part of the Directed Issues that exceed the mandate authorized by the Annual General Meeting on February 25, 2021. Shareholders corresponding to an additional 8.4 percent of the outstanding shares in the Company have informed their intention to vote in favour of an approval which implies that the total number of shares that has undertaken or informed intention in favour of the Directed Issues amount to 61.5 percent.
The part of the Directed Issues that is carried out within the existing mandate granted by the Annual General Meeting held on February 25, 2021 will be subscribed for by ABG Sundal Collier AB at quota value to secure delivery of shares to investors who have subscribed for shares in the part of the Directed Issues carried out within the existing mandate granted by the Annual General Meeting held on February 25, 2021
Two of the Company's major shareholders, New Equity Venture International AB and AB Rugosa Invest, have entered into share loan agreements to ABG Sundal Collier AB in order to enable immediate delivery of shares to investors in the part of the Directed Issues that is resolved subject to the subsequent approval of the Extraordinary General Meeting. ABG Sundal Collier AB will, on behalf of the investors participating in this part of the Directed Issues, due to the share loan, subscribe for the shares issued subject to the subsequent approval of the Extraordinary General Meeting and ensure that the lent shares will be returned immediately after the Directed Issues have been registered with the Swedish Companies Registration Office. No compensation is paid for the share loan.
Extraordinary General Meeting
Notice to the Extraordinary General Meeting will be published separately and contains the Board’s complete proposal regarding the relevant part of the Directed Issues that require the approval of the Extraordinary General Meeting.
Advisors
ABG Sundal Collier has acted as Sole Bookrunner and the law firm Delphi has acted as legal advisor to the Company in connection with the Directed Issues.
ABG Sundal Collier and KPMG have acted as financial advisors and the law firm Delphi and Westerlund Law have acted as legal advisers in connection with the acquisition of Magic Find.
This disclosure contains information that M.O.B.A Network 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 20-05-2021 00:12 CET.
