NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
The Board of Directors intends to complete the Transaction by resolving on a new share issue based on the authorisation granted by the Extraordinary General Meeting on 5 August 2020. The subscription price in the Transaction will be determined through an accelerated book building procedure, which will commence immediately after the announcement of this press release and be completed prior to the beginning of trading on Nasdaq First North Growth Market on 8 December 2020. The Book building procedure may, upon the decision of the Board of Directors, be shortened or extended and can at any moment be terminated and thus the Board of Directors may refrain from carrying out the Transaction.
Bayn Group has undergone a major transformation during 2020 and has gone from being a company focused on development and sales of artificial sweetener to becoming an international group that covers and controls several verticals in the food-tech value chain for sugar reduced and functional food products. During the year, the Company has successfully carried out six acquisitions; Pändy Foods, Tweek, Koppers Candy Sweden, Amerpharma, Green Sales Distributions (not yet finalised) and Golden Athlete (not yet finalised). The Company sees opportunities to continue the consolidation on the addressable market and is actively exploring new opportunities for acquisitions. The purpose of the contemplated share issue is to strengthen the Company’s financial position and to be financially prepared and to be able to promptly act on the identified opportunities for new acquisitions.
The reason for the contemplated deviation from the shareholders’ preferential right is to diversify the shareholder base by adding additional institutional investors while at the same time completing the capital acquisition in a time effective manner to acquire capital for potential future acquisition and consolidation opportunities.
In connection with the Transaction, the Company has undertaken to, subject to customary exceptions (including new share issues by way of issues in-kind and/or set-off to pay for acquisitions) and the completion of the Transaction, not to issue further shares during a period of 90 calendar days after the settlement date. Furthermore, certain persons on the Company’s Board of Directors and in the Company’s management have undertaken, subject to customary exceptions and the completion of the Transaction, not to sell any shares in Bayn Group for a period of 90 calendar days after the settlement date.
Potential acquisition and debt financing
In connection with the Transaction, Bayn Group also informs about an ongoing negotiation of a potential acquisition of 100 percent of the shares of a European beverage manufacturer. A non-binding letter of intent has been signed, and the purchase price – if the acquisition is completed – is estimated to amount to approximately SEK 29 million on a cash and debt-free basis. The company that may be acquired has a net income and adjusted EBITDA for 2020 of approximately SEK 110 million and approximately SEK 7 million, respectively. The potential acquisition is in line with Bayn Group’s communicated strategy to actively identify, evaluate and acquire interesting food tech-companies. However, no binding agreement has been reached, and it is not certain whether the acquisition will be carried out on the above-mentioned terms, or at all.
As a result of the strengthened financial position of the Company from the contemplated Transaction, the Company will in due course evaluate the possibilities to supplement its financing with debt capital to ensure further financial readiness for potential future acquisitions.
Carnegie Investment Bank AB (publ) has been appointed Sole Bookrunner and Gernandt & Danielsson Advokatbyrå KB acts as legal counsel in connection with the Transaction.
This information is such information Bayn Group is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by Bayn Group’s news distributor Cision at the publication of this press release.
For more information, please contact
Simon Petrén, Deputy CEO Bayn Group AB
About Bayn Group
Bayn Group is a Swedish food-tech group, supplying cutting edge and healthy sugar reduction solutions for the food and beverage industry. Bayn’s ingredient solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of sugar-and calorie reduced products.
For more information www.bayneurope.com
Bayn is listed on Nasdaq Stockholm, First North Growth Market, under the ticker BAYN
FNCA Sweden AB is Bayn’s certified adviser. Tel: 08-528 00 399 E-mail: firstname.lastname@example.org
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Bayn Group in any jurisdiction, neither from Bayn Group nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Transaction must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Carnegie is acting for the Company in connection with the Transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Transaction or any other matter referred to herein.
This announcement does not constitute a recommendation concerning any investor’s option with respect to the Transaction. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This press release does not constitute or form part of an offer or solicitation to purchase 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 US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bayn Group has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Transaction. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Bayn Group have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Bayn Group may decline and investors could lose all or part of their investment; the shares in Bayn Group offer no guaranteed income and no capital protection; and an investment in the shares in Bayn Group is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Bayn Group.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Bayn Group and determining appropriate distribution channels.