BOOZT AB (PUBL)

BOOZT
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Boozt : Completion of the offering of new ordinary shares related to Boozt's cross listing on Nasdaq Copenhagen

11/24/2020 | 03:06am

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Boozt AB (publ) (”Boozt” or the “Company”) today announces the completion of its admission to trading and official listing of the shares in Boozt AB on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) and the related offering of new ordinary shares (the “Offering”).

The Offering has today proceeded to completion and the admission to trading and official listing on Nasdaq Copenhagen today becomes unconditional. The share capital increase in connection with the offering was registered with the Swedish Companies Registration Office on 20 November 2020. The offer shares allocated to investors in the form of temporary purchase certificates as described in press release dated 20 November 2020 have been settled.

After completion of the Offering, the total number of shares in Boozt is 64,067,164 of which 63,692,578 are ordinary shares and 374,586 are series C shares, and the share capital amounts to SEK 5,338,930.333488.

The ordinary shares comprised by the Offering are delivered in the form of temporary purchase certificates under the temporary ISIN (SE0015193065). On 27 November 2020, the temporary purchase certificates will be automatically exchanged in VP SECURITIES A/S for a corresponding number of ordinary shares in Boozt delivered under the permanent ISIN (SE0009888738). The last day of trading of the temporary purchase certificates on Nasdaq Copenhagen will be today, 24 November 2020, and the first day of trading and official listing of the Company’s ordinary shares on Nasdaq Copenhagen will be 25 November 2020. In connection with the automatic exchange, the temporary purchase certificates will cease to exist.

Accordingly, after trading has closed on Nasdaq Copenhagen today, 24 November 2020, all future trading in Boozt's ordinary shares on Nasdaq Copenhagen will continue and settle under the permanent ISIN SE0009888738 under the symbol "BOOZT DKK". Trading in ordinary shares of Boozt on Nasdaq Copenhagen will be settled through VP SECURITIES A/S.

Advisors

Danske Bank is acting as Sole Global Coordinator and Bookrunner. Setterwalls Advokatbyrå AB together with Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors to the Company and DLA Piper is acting as legal advisor to the Sole Global Coordinator and Bookrunner.

For further information, please contact:
Anders Enevoldsen / Head of Business Development, IR & Corporate Communications / Phone: +45 53 50 14 53 / Email: anen@boozt.com

www.booztgroup.com

This information was submitted for publication, through the agency of the contact person set out above, at 24 November 2020, 09:05 CET.

Important information
The information contained herein does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Boozt. No action has been taken, and no measures will be taken to permit a public offering in any jurisdictions other than Denmark. Any invitation to subscribe for shares or other securities in Boozt has only been made through the prospectus that Boozt has published 9 November 2020, on its website www.booztgroup.com, as such prospectus has been amended through the prospectus supplement published on 11 November 2020.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may such securities be offered or sold in the United States. Boozt will not register any portion of the Offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Offering will be conducted pursuant to an available exemption from, or in a transaction not subject to, the registration requirements in the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Danske Bank A/S, Swedish and Danish Branch, assume no responsibility in the event there is a violation by any person of such restrictions. The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus and prospectus supplement that has been published by the Company.

The Company has not authorized, and will not authorize, any offer to the public of securities in any Member State of the European Economic Area (or in the United Kingdom) other than Denmark. With respect to each Member State of the European Economic Area (and the United Kingdom) other than Denmark, and which applies the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended. This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

The offering to subscribe for the securities referred to in this announcement, including full terms, conditions and instructions, is only made by means of the prospectus that was published by Boozt on 9 November 2020, on its website www.booztgroup.com following approval and registration by the Swedish Financial Supervisory Authority and subsequent passporting to Denmark, as such prospectus has been amended through the prospectus supplement dated 11 November 2020. The prospectus contains detailed information about the Company and management, as well as financial statements. This announcement is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. No one should purchase any securities in the Company except on the basis of information in the prospectus and the prospectus supplement that has been published by the Company.The approval of the prospectus and prospectus supplement should not be understood as an endorsement by the Swedish Financial Supervisory Authority of the securities offered. Potential investors are recommended to read the prospectus and the prospectus supplement before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in Boozt’s securities.

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