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On proposal from the board of directors, the annual general meeting on 4 May 2018 in Odd Molly International AB (publ), reg. no 556627-6241, (“Odd Molly” or the “Company”) resolved on a share issue with pre-emption rights for existing shareholders to subscribe for new shares in Odd Molly of approximately MSEK 26.8 before issuing expenses (the “Share Issue”). Further, on proposal from the board of directors and to satisfy any oversubscription in the Share Issue the general meeting resolved to authorize the board to resolve on an additional share issue with derogation from the shareholders’ pre-emption rights of a maximum of 750,000 shares corresponding to a maximum of MSEK 10.5 (the “Overallotment Issue”). The Share Issue is fully covered by subscription undertakings and guarantee commitments from the Company’s four largest shareholders.
The board of directors in Odd Molly has in relation to the Share Issue and the Overallotment Issue drafted a prospectus, which as of today on 25 May 2018 has been approved and registered by the Swedish Financial Supervision Authority (Sw. Finansinspektionen) and published by the Company.
Publication of prospectus
As of today on the 25 May 2018 and in relation to the Share Issue, the prospectus has been approved and registered by the Swedish Financial Supervision Authority. The prospectus, including complete terms and conditions and subscription notes, is available on the Company website (logistea.se) and at Erik Penser Bank AB’s website (www.penser.se). Further, the prospectus is available on the Swedish Financial Supervision Authority’s website (www.fi.se). The prospectus and subscription notes are available in Swedish only.
New financial information in the prospectus
Operating margin as of 31 December 2017 of Odd Molly’s web shop is presented in the prospectus. The new financial information is set out below. Also, on 23 May 2018, Odd Molly announced in a press release new financial information in relation to, inter alia, the Company’s distribution channels and sales. The information is included in the prospectus. The information has not been reviewed or audited by the Company’s auditor.
| Operating margin for the web shop KSEK |
1 January – 31 December 2017 |
| Operating revenue (web shop) | 108,245 |
| – Expenses (web shop) | -77,024 |
| Operating profit (web shop) | 31,221 |
| / Operating revenue (web shop) | 108,245 |
| = Operating margin (web shop), % | 28.8 |
The Share Issue and the Overallotment Issue in summary
Those who are registered as shareholder in Odd Molly on the record date on 25 May 2018 will have pre-emption rights to subscribe for new shares in Odd Molly. For every existing share one (1) subscription right is received. Three (3) subscription rights entitles to subscription of one (1) new share in Odd Molly. Shares not subscribed for by exercise of subscription rights shall primarily be allotted to those who have subscribed for shares by exercise of subscription rights and have subscribed for additional shares without exercise of subscription rights, and secondly to others that have subscribed without the use of subscription rights, and thirdly to guarantors.
The subscription price is SEK 14.0 per new share. In total, a maximum of 1,917,333 shares will be issued in the Share Issue corresponding to approximately MSEK 26.8 before issuing expenses.
To enable for the Company to satisfy any oversubscription in the Share Issue and thereby bringing additional capital to the Company, the board is authorised a possibility to, with derogation from the shareholders’ pre-emption rights, carry out the Overallotment Issue of a maximum of 750,000 shares at a subscription price of SEK 14.0 per share. The right to subscribe for shares in the Overallotment Issue shall vest in those persons who have applied for subscription in the Share Issue without receiving full allotment. Provided that the Overallotment Issue is fully subscribed, the Company will receive an additional MSEK 10.5 before issuing expenses.
Provided that the Share Issue is fully subscribed, shareholders who choose not to participate in the Share Issue will be diluted by approximately 25.0 per cent. Shareholders are able to financially compensate for the dilutive effect by selling their subscription rights.
The dilutive effect of the Overallotment Issue alone will be a maximum of approximately 8.9 per cent. The utilisation of the Overallotment Issue is conditional of oversubscription of the Share Issue. Provided that the Share Issue is fully subscribed and that the Overallotment Issue is fully utilised, the total dilution will correspond to approximately 31.7 per cent.
Please refer to the published prospectus for detailed information on the Share Issue.
Subscription undertakings and guarantee commitments
The shareholders Kattvik Financial Services AB, M2 Capital Management AB, ATV Holding AB and New Moon Förvaltning AB, together holding approximately 60.5 per cent of the total number of shares in the Company, have undertaken to subscribe for their respective pro rata share in the Share Issue. Also, the same shareholders have undertaken to guarantee the Share Issue up to an amount of approximately MSEK 10.6, corresponding to approximately 39.5 per cent of the Share Issue. No consideration will be paid in relation to the guarantee commitments. No liquid funds or other assets have been pledged to ensure the commitments. The Share Issue is thus fully covered by subscription undertakings and guarantee commitments.
Timetable of the Share Issue
- 30 May – 13 June 2018 Subscription period
- 30 May – 11 June 2018 Trading in subscription rights
- 30 May – during week 29 Trading in interim shares
- 19 June 2018 Expected date for announcement of the outcome in the Share Issue
Investor meeting
In connection to the Share Issue representatives from the management and board in Odd Molly is presenting the Company’s operations and future plans at Erik Penser Bank AB at Apelbergsgatan 27, 111 37 Stockholm, Sweden on 7 June 2018 at 16:00 CEST. Registration shall be made to Erik Penser Bank AB via e-mail to seminarium@penser.se. Refreshments and snacks are served in connection to the investor meeting. Please note that the number of attendants is limited.
Advisors
Erik Penser Bank AB is acting as financial advisor and MAQS Advokatbyrå is acting legal advisor to Odd Molly in connection to the Share Issue and the Overallotment Issue.
For additional information, please contact:
Patrik Tillman, chairman of the board
+46 733 50 61 20
Johanna Palm, CFO
+46 760 10 24 55
This information is information that Odd Molly International AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Financial Instruments Trading Act (1991:980). The information was submitted for publication through the agency of the contact persons set out above, on 25 May 2018, at 16.00 CEST.
About Odd Molly
Odd Molly is a Swedish company that designs, markets and sells distinctive fashion. The Company’s products are mainly sold through own channels as well as through own sales teams and external agents to retailers. An increasing proportion of sales are derived from Odd Molly’s own channels, mainly the Company’s webshop, which reaches close to 40 countries. Furthermore, Odd Molly has 18 own stores as well as stores managed by partners on selected markets. The Odd Molly share is traded on Nasdaq Stockholm, small cap. Read more on logistea.se.
Odd Molly International AB, Kornhamnstorg 6, 111 27 STOCKHOLM, Sweden, Phone: +46 8 522 28 500, www.oddmolly.com
Important Information
The information in this press release does contain or constitute an offer to acquire, sell or otherwise trade in securities in the Company. The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. No shares or other securities mentioned in this press release have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. No action has been taken and measures will not be taken to permit or register a public offering in any jurisdictions other than Sweden.
An offering of the securities referred to in this press release is made by means of the prospectus referred to herein. This press release is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this press release except on the basis of information contained in the aforementioned prospectus.