NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELSEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW.
The Company has completed the accelerated bookbuilding procedure announced by the Company on 23 September 2021. The board of directors of Humble Group has resolved to carry out a directed new issue of 36 million shares, at a subscription price of SEK 23.5 per share, consequently raising proceeds of approximately SEK 846 million before transaction costs. The subscription price corresponds to a 1.5% discount to the volume weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market on 23 September 2021. The resolution was based on the authorization from the annual general meeting, held on 6 May 2021.
The subscription price was determined through an accelerated bookbuilding procedure, and it is therefore the board of directors’ assessment that the subscription price accurately reflects current market conditions and demand. The investors in the Share Issue comprised a large number of Swedish and international institutional investors, including certain existing shareholders.
As communicated on 23 September 2021, Humble Group has signed an agreement for the acquisition of Solent Global Limited (the “Target Company”), for more information, please refer to https://news.cision.com/se/humble-group-ab/r/humble-acquires-solent-and-merges-sales-network—a-leading-international-supplier-of-healthy-foods-,c3420733. The consideration for the Target Company will partly be paid through an issue in kind of a total of 6,311,648 shares in the Company to the sellers of the Target Company (the “Issue In Kind Shares”). The Share Issue entails a dilution of approximately 14.7 percent of the number of shares and votes in Humble Group, including the Issue In Kind Shares and the 5,634,186 shares which constituted part of the purchase price to the sellers of Swedish Food Group AB (the “SFG Shares”), calculated after the Share Issue. Calculated including the Issue In Kind Shares and the SFG Shares, the number of shares and votes in Humble Group will increase by 36,000,000, from 209,067,355 to 245,067,355 as a result of the Share Issue. Calculated including the Issue In Kind Shares and the SFG Shares, the share capital in the Company will increase by SEK 7,920,000, from SEK 2,628,083.48 to SEK 10,548,083.48 as a result of the Share Issue.
The net proceeds from the Share Issue are intended to be used to finance the cash portion of the purchase price in relation to the acquisition of the Target Company, support growth initiatives, mainly through further acquisitions, and maintaining financial flexibility. A prerequisite for being able to complete the acquisition of the Target Company is that the financing is obtained in close connection with the entering into of the agreement. Therefore, the Company has considered the possibilities of raising capital through a rights issue, but concluded that such an alternative is not possible (as it would entail that the Company would not be provided with funds in time to be able to pay the purchase price). The reason for deviating from the shareholders' pre-emptive rights is therefore primarily to be able to finance the purchase price in relation to the acquisition of the Target Company in time to be able to complete the transaction, and to raise capital and strengthen the Company’s financial position in a time and cost-effective manner in relation to the capital requirement. The board’s overall assessment is therefore that the reasons for carrying out the New Issue with deviation from the shareholders’ pre-emptive rights clearly and with sufficient strength outweigh the reasons that justifies the main rule that share issues shall be carried out with the shareholders’ pre-emptive rights, and that a share issue with deviation from the shareholders’ pre-emptive rights hence lies in the interest of the Company and all shareholders.
The Company has, subject to customary exemptions, undertaken, in favour of Carnegie and SEB, not to issue additional shares for a period of 180 calendar days from the settlement date of the Share Issue. In addition, the members of the Company’s Board of Directors Peter Werme, Thomas Petrén, Mikael A. Pettersson as well as CEO Simon Petrén, VP Noel Abdayem, CFO Johan Lennartsson and Head of M&A Marcus Stenkil, subject to customary exemptions, undertaken, in favour of Carnegie and SEB, to not divest any of their shares in Humble Group during a lockup period of 90 calendar days from the settlement date of the Share Issue. Peter Werme (Chairman) and Simon Petrén (CEO) have an additional lockup period of 90 days, entailing a total lockup period of 180 calendar days each. Carnegie may grant exemptions from these lockup periods.
Carnegie and SEB act as Joint Bookrunners in connection with the Share Issue. Gernandt & Danielsson Advokatbyrå KB acts as legal adviser to the Company in connection with the Share Issue. White & Case Advokataktiebolag acts as legal adviser to the Joint Bookrunners.
For more information, please contact:
Simon Petrén, CEO, Humble Group AB (publ)
Tel: +46 70 999 94 55
The information in this press release constitutes inside information that Humble Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
About Humble Group
Humble Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Humble targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble’s technology 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-reduced, sustainable and vegan products. For more information visit www.humblegroup.se
Humble Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble Group’s certified adviser. Tel: 08-528 00 399 E-mail: email@example.com
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 Humble Group in any jurisdiction, neither from Humble 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 or SEB. 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 and SEB are 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. Humble 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 Humble 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 Humble Group may decline and investors could lose all or part of their investment; the shares in Humble Group offer no guaranteed income and no capital protection; and an investment in the shares in Humble 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 and SEB 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 Humble Group.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Humble Group and determining appropriate distribution channels.
This is a translation of the Swedish version of the press release. In case of discrepancies, the Swedish wording shall prevail.