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The Board of Directors of Flat Capital AB (publ) ("Flat" or the "Company") has, in connection with the rights issue of approx. 80 MSEK (the "Rights issue") announced on September 27, 2024, prepared an EU Growth Prospectus (the "Prospectus"), which has been approved by the Swedish Financial Supervisory Authority today.
Summary
- Rights issue of up to 6,401,101 B shares, corresponding to, at full subscription, proceeds of approx. 80.0 MSEK with a possibility to increase the issuance amount by an additional 60.0 MSEK in the event of oversubscription.
- Existing holders of B shares will receive one (1) subscription right for each held B share in Flat. Seven (7) subscription rights entitle the holder to subscribe for one (1) new B share at a subscription price of 12.50 SEK per share.
- The purpose of the Rights issue is to further strengthen Flat's cash position in order to continue to pursue the many investment opportunities that its portfolio and network offers, mainly in terms of existing investments within AI and the strong pipeline of potential investments therein.
- The shareholder Frankenius Noterat AB has undertaken to subscribe for shares for 30.0 MSEK and the shareholder Cicero Fonder has undertaken to subscribe for shares for approx. 6.3 MSEK. Furthermore, several major shareholders have undertaken to subscribe for shares corresponding to their respective pro rata shares in the Rights issue (not including any increase in the event of oversubscription). In total, approx. 55.0 MSEK is secured through subscription undertakings, corresponding to approx. 69 per cent of the Rights issue.
- The record date for the Rights issue is November 5, 2024, with the last day of trading including the right to receive subscription rights on November 1, 2024, and the first day of trading excluding the right to receive subscription rights on November 4, 2024.
- The subscription period runs from and including November 7, 2024, up to and including November 21, 2024.
Publication of the Prospectus
The Prospectus which has been prepared in connection with the Rights issue has today been approved and registered by the Swedish Financial Supervisory Authority and is available on the Flat's website (flatcapital.com), along with all other information related to the Rights issue. The Prospectus is also available on the website of Augment Partners AB (augment.se) and on the website of Aqurat Fondkommission AB (aqurat.se), and will be made available on the website of the Swedish Financial Supervisory Authority (fi.se).
Timetable for the Rights issue
| Last day of trading in the share including the right to receive subscription rights | November 1, 2024 |
| First day of trading in the share excluding the right to receive subscription rights | November 4, 2024 |
| Record date | November 5, 2024 |
| Subscription period | November 7 - 21, 2024 |
| Trading in subscription rights | November 7 - 18, 2024 |
| Expected day of publication of preliminary issue outcome | November 22, 2024 |
| Expected date of decision on allotment | November 26, 2024 |
Advisers
Augment Partners is acting as the financial advisor and Advokatfirman Cederquist KB is acting as the legal advisor in connection with the Rights issue.
For questions, please refer to:
Hanna Andreen, CEO, hw@flatcapital.com +46 (0) 73 353 44 66.
Certified Adviser
Flat Capital's Certified Adviser is Augment Partners AB, info@augment.se, +46 (0) 8 604 22 55.
About Flat Capital
Flat Capital is an investment company that focuses on growth stage companies with prominent entrepreneurs in leading positions and primarily makes investments through its network of world-class investors and entrepreneurs. The company was founded in 2013 by entrepreneurs Nina and Sebastian Siemiatkowski (founders and CEOs of Milkywire and Klarna, respectively) and is led by CEO Hanna Andreen together with an experienced board of directors. Examples of portfolio companies include OpenAI, Klarna, SpaceX, Instabee, DeepL and Figma. The company aims to provide long-term capital and is essentially a passive minority shareholder, while Flat Capital's experience and network are available to the extent the entrepreneur wishes. The aim is to facilitate successful company building and enable exposure to otherwise hard-to-reach and promising companies. More information is available at www.flatcapital.com.
Important information
The offer is not directed to persons resident in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Great Britain or in any other jurisdiction where participation would require a prospectus, registration or other measures than those required by Swedish law. Accordingly, this press release may not be published or distributed, directly or indirectly, in the above-mentioned jurisdictions or in any other jurisdiction where such action is wholly or partly subject to legal restrictions. The information in this press release may not be forwarded, reproduced or displayed in a manner contrary to such restrictions. Failure to comply with this instruction may constitute a violation of applicable securities laws.
The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.
This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U. S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.
This press release has not been approved by any regulatory authority in any jurisdiction. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the Prospectus. Accordingly, investors are advised to read the entire Prospectus. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares.
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as "will", "expect", "believe", "estimate", "intend", "should", "assume" and similar expressions. Such statements express the Company's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and projections that the Company has made to the best of its ability but which the Company does not claim will be accurate in the future. Forward-looking statements involve risks and uncertainties that are difficult to predict and generally cannot be influenced by the Company. It should be kept in mind that actual events or outcomes may differ materially from those contemplated or expressed in such forward-looking statements.
Please note: This is a non-official translation of the Swedish original text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
