At the Extraordinary General Meeting of M.O.B.A. Network AB (publ) (“M.O.B.A” or the “Company”), which was held today, Monday, June 7, 2021, by postal vote, the following resolutions was resolved:
Resolution to approve the Board of Directors’ resolution on a new issue with deviation from the shareholders' preferential rights
In accordance with previously published information, the Board of Directors of the Company decided on 19 May 2021 on a new share issue, with deviation from the shareholders' preferential rights, subject to the subsequent approval of the Extraordinary General Meeting. The Extraordinary General Meeting has today resolved to approve the Board's decision on a new issue of a maximum of 364,642 new shares.
The subscription price for the shares in the new issue amounts to SEK 206 per share. Through the issue, M.O.B.A. receive SEK 75,116,252. Together with the new issue of a maximum of 170,358 shares, which the Board of Directors also decided on 19 May 2021, within the existing mandate granted by the 2021 Annual General Meeting, the Company will receive a total of approximately SEK 110 million before transaction costs. A total of 535,000 shares will be issued through both issues. The subscription price in the new issues has been determined through a so-called "accelerated bookbuilding" procedure led by ABG Sundal Collier AB.
The purpose of decisions to issue new shares 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 new issues through a bookbuilding procedure, the Board's assessment is that the subscription price is set in accordance with market practice.
Dilution due to new issues
Following the registration of the new issues with the Swedish Companies Registration Office, the total number of shares in the Company will amount to 2,238,582. The new issues entail 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. after the new issues. The share capital will increase by SEK 535,000 from SEK 1,703,582 to SEK 2,238,582.
Authorization for the Board of Directors’ to decide on issues
The Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or more occasions during the period up to the 2022 Annual General Meeting resolve on a new issue of shares corresponding to a maximum of ten percent of the total number of shares in the company at the time the authorization is used for the first time. It shall be possible to issue a new issue of shares with preferential rights for all shareholders and / or as a directed issue to one or more strategic investors, with deviation from the shareholders' preferential rights, and against cash payment, with a provision for non-cash or set-off. To the extent that new issues of shares take place with deviation from the shareholders' preferential rights, those issues shall take place on market terms. Other issue terms are proposed to be determined by the Board of Directors. However, if the Board of Directors deems it appropriate to enable the delivery of shares in connection with an issue as described above, the issue can be done at a subscription price corresponding to the quota value of the shares.
The purpose of the authorization is for the Board of Directors to have increased room for maneuvers and the opportunity to adapt and improve the company's capital structure and thereby create additional shareholder value, as well as take advantage of any attractive acquisition opportunities.
For detailed terms regarding the above resolutions at the Extra Ordinary General Meeting as well as the issues and the transaction in its entirety, please refer to the complete proposals and press releases available on the Company's website https://ir.wearemoba.com/.
Minutes of the General Meeting with complete resolutions and compilation of postal votes
In order to counteract the spread of the coronavirus (covid-19), the Extraordinary General Meeting was held without physical presence and the shareholders had the opportunity to exercise their voting rights by postal vote before the Meeting. The minutes of the Extraordinary General Meeting, including a compilation of received postal votes, will be available at the Company and on the Company's website, https://ir.wearemoba.com/.