First Venture Sweden AB (publ) ("First Venture" or the "Company") today announces that the prospectus regarding the listing on Nasdaq First North Growth Market (the "Listing"), and the new issue of Class B shares of SEK 245 million (the "Offer"), with a potential over-allotment issue of SEK 25 million have been approved and registered by the Swedish Financial Supervisory Authority, and subsequently announced by the Company. First Venture has also applied for admission to trading of the Company's Class B share on Nasdaq First North Growth Market with a preliminary first date of trading on July 2, 2021 and Nasdaq Stockholm AB has today announced that the Company meets the listing requirements for Nasdaq First North Growth Market, provided that customary conditions, including the distribution requirement, are met no later than the first day of trading in the Company's share.
The full-terms prospectus is available on the Company's website (first-venture.se), the Aqurat Fondkommission's website (aqurat.se) and Naventus Corporate Finance's website (naventus.com). The registration form is available on the Company's and Aqurat Fondkommission's website. Customers of Nordnet Bank can subscribe for shares directly through Nordnet's website (in Sweden via nordnet.se, in Denmark via nordnet.dk, in Norway via nordnet.no and in Finland via nordnet.fi). The conditional approval from Nasdaq Stockholm contains customary conditions such as that the distribution requirement for First Ventures shares is fulfilled prior to the planned listing on Nasdaq First North Growth Market. First Venture's shares are intended to be traded under the ticker FIRST with ISIN code SE0016075451.
Summary offer and preliminary timetable
Offer price: SEK 9.75 per share.
Issue volume: The offer amounts to approximately SEK 245 million, corresponding to 25,128,206 Class B shares, with an over-allotment issue of SEK 25 million, corresponding to 2,564,103 Class B shares aiming to cover any over-connection. In the case of a fully utilized over-allotment issue, the issue volume amounts to SEK 270 million. Subscription commitments entered amounts to SEK 185 million (75.5 percent of the Offer).
Registration period: June 11-23, 2021
Publication of outcome: Approximately June 28, 2021
Settlement date: Approximately July 1, 2021
Preliminary first day of trading: July 2, 2021
The offer is aimed at institutional investors in Sweden and internationally, as well as to the public in Sweden, Norway, Denmark, and Finland.
Naventus Corporate Finance is the financial advisor and Delphi law firm is the legal advisor to the Company in connection with the Offer. Nordnet Bank acts as a Selling agent in Sweden, Denmark, Norway and Finland. Redeye AB is the Company's Certified Adviser.
For further information, please contact:
Rune Nordlander, CEO and Partner
Mobile: +46 733 896 827
Peter Werme, Partner
Mobile: +46 706 267 899
Publication or distribution of this press release may in some jurisdictions be subject to restrictions by law. Persons in the jurisdictions in which this press release has been published or distributed should inform themselves of and comply with 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 their respective jurisdictions. This press release does not constitute an offer or invitation to acquire or subscribe for any securities in First Venture in any jurisdiction, either from First Venture or from anyone else.
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 without registration, or without the application of an exemption from registration, under the current U.S. Securities Act of 1933 (the"Securities Act") and may not be offered or sold in the United States without being registered, subject to an exemption from, or in a transaction not subject to the registration requirements under the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offer regarding such securities in the United States. The information in this press release may not be made public, published, copied,reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where such publication or distribution of this information would be contrary to applicable rules or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities laws.
This press release is not a prospectus or EU growth prospectus as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. An EU growth prospectus has been prepared in connection with the Offer and has been reviewed and approved by the Swedish Financial Supervisory Authority, which is the Swedish authorized authority under the Prospectus Regulation.
The information contained in this notice may not be forwarded or distributed to any other person and may not be reproduced at all. Any transmission, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a violation of the Securities Act or applicable laws of other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe for or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitutea recommendation for any investors' decision-making of the Offer. Each investoror potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of the securities can decrease as well as increase. The results achieved do not provide guidance for future results. Neither the content of the Company's website nor any other website available through hyperlinks on the Company's website is incorporated into or forms part of this press release.
This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, outlook, expected growth, strategies and opportunities, and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the fact that they contain expressions such as "believe," "expect," "anticipate," "intend," "estimate,""will," "may," "assume," "should" "could" and, in any case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will occur or that they are correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for many different reasons, differ materially from those set out in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from those expressly or implicitly set out in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct. Any reader should not unduly rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur, or circumstances that occur regarding the content of this press release, unless required by law or Nasdaq First North Growth Markets regulations for issuers.
Information to distributors
In order to comply with the product management requirements set out in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, in a consolidated version, ("MiFID II"); (b) Articles 9 and 10 of the Commission's Delegated Directive (EU) 2017/593, supplementing MiFID II; and (c) national implementing measures (collectively, "Product Management Requirements iMiFID II") and to disclaim any non-contractual, intra-contractual or other liability to which any "manufacturer" (within the meaning of mifid II product management requirements) may otherwise be subject; the offered shares have been the subject of a product authorisation process, which has established that these shares are: (i) suitable for a target market consisting of non-professional investors and investors meeting the criteria for professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the"EU Target Market Assessment"). Not withstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may fall and investors may lose all or part of their investment, that the Company's shares are not subject to any guarantee of return or capital protection and that an investment in the Company's shares is only suitable for investors who are not in need of guaranteed returns or capital protection and who (alone or with the help of appropriate financial or other advisors) are capable of evaluating the benefits and risks of such an investment and who have sufficient resources to bear the losses that such investment may result in. The target market assessment does not affect other requirements regarding contractual, legal or regulatory sales restrictions while the Offer is being extended.
For the avoidance of doubt, the Target Market Assessment does not (a) constitute a fitness or fitness assessment within the meaning of MiFID II or(b) a recommendation to any investor or group of investors to invest in,acquire, or take any other action in respect of the Company's shares.
Each distributor is responsible for conducting its own Target Market Assessment regarding the Company's shares and for deciding on appropriate distribution channels.