THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN GOODBYE KANSAS GROUP AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Goodbye Kansas Group AB (publ) ("Goodbye Kansas" or "Company") has received subscription commitments and guarantee commitments from a number of existing shareholders, board members, the Company's CEO as well as external investors, which secures the preferential rights issue to 100 percent. Subscription commitments from a number of existing shareholders, including Board members Per Anders Wärn, Staffan Eklöw and Mikko Setälä and the Company's CEO Stefan Danieli, amount to a total of approximately SEK 10.7 million, corresponding to approximately 19 percent of the preferential rights issue. In addition, Goodbye Kansas has entered an agreement for the issuing of guarantees in the form of so called minimum guarantees of approximately SEK 33.6 million as well as a so called maximum guarantee of SEK 11.1 million. The Board has also decided to withdraw six of eight alternative proposals to change the Articles' of Association which the Board have announced ahead of the extraordinary general meeting ("EGM") on November 30, 2023.
"We are grateful for the continued confidence from existing shareholders and new investors. Since the preferential rights issue is fully secured, we can now focus on delivering on our business plan," states Stefan Danieli, CEO of Goodbye Kansas Group.
The minimum guarantee ensures 80 percent of the liquidity in the preferential rights issue conditional upon subscription of an amount corresponding to at least the entered subscription commitments. The maximum guarantee ensures 100 percent of the liquidity in the preferential rights issue conditional upon subscription of an amount corresponding to at least the entered subscription commitments and minimum guarantee. Commitments in the minimum guarantee entail a compensation of 15 percent to be paid in cash, or in units at the same subscription rights as in the preferential rights issue. Commitments in the maximum guarantee entail a compensation of 18 percent to be paid in cash, or in units at the same subscription rights as in the preferential rights issue. No compensation is paid for provided subscription commitments.
The subscription commitments and guarantee commitments are not secured through a bank guarantee, locked funds, pledges or similar arrangement. Additional information will be provided on the parties that have entered subscription commitments and guarantee commitments in the prospectus which is expected to be published around December 5, 2023.
As stated in notice of the EGM on November 30, 2023, the Board proposed several alternatives to alter the limits in the Articles of Association following the agreements on subscription commitments and guarantee commitments. The changes are stated in item 10 (a)-(d) and item 12 a) (i)-(iv) in the notice of the EGM on November 30, 2023. Considering that the preferential rights issue will include 100 percent subscription commitment and guarantee commitments, the Board has concluded that the following proposals in the notice are no longer relevant: item 10 (a), item 10 (b), item 10 (c), item 12 a) (i), item 12 a) (ii) and item 12 (a (iii). The Board has therefore decided to withdraw these proposals. This means that the following proposals to change the Articles of Association remain to be decided by the EGM on November 30, 2023: item 10 (d) and item 12 a) (iv).
The notice and other relevant documentation concerning the EGM on November 30, 2023, is available on Goodbye Kansas website, www.goodbyekansasgroup.com.
Advisors
In connection with the Rights Issue, Goodbye Kansas has hired Hagberg & Aneborn Fondkommission AB and law firm Schjødt as financial and legal advisers.
For more information, please contact:
Stefan Danieli, CEO, Goodbye Kansas Group
E-mail: stefan.danieli@goodbyekansas.com
Tel: +46 701 981049
Goodbye Kansas Group
Goodbye Kansas Group AB (publ) is a leading supplier of technology-driven visual content. Goodbye Kansas Group is headquartered in Stockholm and its shares are listed on the Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Goodbye Kansas in any jurisdiction, either from Goodbye Kansas or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.
