The Company has completed the accelerated bookbuilding procedure announced by the Company earlier on the 20th of June 2023. The board of directors of Humble Group has resolved to carry out a directed new issue of 131,585,000 shares at a subscription price of SEK 6.65 per share, which corresponds to issue proceeds of approximately MSEK 875 before transaction costs. The subscription price is in line with the volume weighted average price (VWAP) of approximately SEK 6.68 for the Company’s shares on Nasdaq First North Growth Market during the last five trading days as of 19 June 2023. The resolution was passed by the board of directors based on the authorization granted by the annual general meeting, held on 19 May 2023.
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 New Share Issue comprised a large number of new and current institutional investors, including Alta Fox Capital Management and Jofam AB as well as Roosgruppen, Neudi, Creades and DNB who subscribed for shares in the New Share Issue corresponding to in total MSEK 319. Roosgruppen, Neudi, Creades and DNB are current shareholders in the Company and their participation in the New Share Issue contributed to achieve a sufficient issue volume at a favourable price level.
“We are very pleased and grateful for the interest we have received from both Swedish and international institutional investors and that we have carried out a successful new share issue during the current market conditions. The new issue and our new loan financing result in a strengthened balance sheet and decreased financing costs, increased financial stability and flexibility. Our new capital structure is an important step in Humble Group’s continued growth journey and gives us the best conditions to continue to implement our strategy to build the leading actor in FMCG-products of the future.” says Simon Petrén, CEO, Humble Group
As communicated by the Company earlier on the 20th of June 2023, the New Share Issue is carried out with the purpose of satisfying the conditions from the loan commitment that the Company has signed with Nordea, SEB and AB Svensk Exportkredit regarding a new credit facilities agreement of in total MSEK 1,650 divided into three secured facilities (the “Bank Financing”) with an option to increase the loan amount with MSEK 300. In accordance with the terms and conditions of the Bank Financing, the Company has undertaken to carry out the New Share Issue and according to the terms and conditions, the Company also intends to use the proceeds from the New Share Issue to, together with the funds from the Bank Financing, refinance the Company’s existing bonds of MSEK 1,800 as well as the Company’s credit facility of MSEK 650 (together with the Company’s existing bonds, the ”Existing Debt”). Through the New Share Issue, conditions to achieve a for the Company more suitable capital structure are created, whilst the Company is also provided with the opportunity to refinance the Existing Debt in an orderly manner and with a good margin of time to maturity. The New Share Issue is also carried out for the purpose of broadening the Company’s institutional and international shareholder base since new strong and active international owners with long term ownership horizons would strengthen Humble Group’s long term ability to raise funds. The board of directors has also considered the possibility to, instead of the New Share Issue, raise capital through a rights issue, but has determined that such an alternative would entail that the Company would not be able to obtain the Bank Financing or refinance the Existing Debt in a for the Company suitable time horizon since the Bank Financing would not be obtained and the refinancing of the Existing Debt would not be able to be carried out before the rights issue has been completed. The new Bank Financing entails, together with the New Share Issue, a substantially lower interest rate level for the Company. A rights issue would therefore entail both substantially higher financial costs for the Company up until the Existing Debt can be refinanced compared to the New Share Issue and a risk that it cannot be done at all (or cannot be done on equally beneficial terms). The Company further determines that a rights issue under the current volatile market conditions would entail higher costs related to potential issue guarantees to be able to secure the Bank Financing. Against this background, it is the board of directors’ overall assessment that the reasons to carry out the New Share Issue with deviation from the shareholders’ pre-emptive rights in this specific case clearly and with sufficient strength outweighs the reasons that justifies the main rule that share issues shall be carried out with application of the shareholders’ pre-emptive rights. Therefore, the New Share Issue lies in the interest of the Company and all shareholders.
The Company has, subject to customary exemptions and the completion of the New Share Issue, undertaken in favor of Nordea and SEB not to issue additional shares for a period of 180 calendar days from the settlement date of the New Share Issue.
Through the New Share Issue, the number of shares and votes in Humble Group will increase by 131,585,000, from the current number of registered shares of 306,550,555 to 438,135,555, and the Company’s registered share capital will increase by SEK 28,948,700.0, from SEK 67,441,122.1 to SEK 96,389,822.1. The New Share Issue entails a dilution of approximately 30 per cent of the number of shares and votes in Humble Group, calculated after the New Share Issue. The Company has also on 19 June 2023 resolved on a new share issue of 2,785,289 shares issued in accordance with share purchase agreements entered into with the sellers from previous acquisitions carried out by the Company. The shares in the new share issue resolved upon on 19 June 2023 will be registered in connection with the New Share Issue and entails that the number of shares and votes in Humble Group will increase from the current number of registered shares (306,550,555) to in total 440,920,844, and that the Company’s registered share capital will increase by in total SEK 29,561,463.6, from SEK 67,441,122.1 to SEK 97,002,585.7.
Nordea and SEB acts as Joint Global Coordinators and Joint Bookrunners in connection with the New Share Issue. Gernandt & Danielsson Advokatbyrå KB acts as legal adviser to the Company in connection with the New Share Issue. White & Case acts as legal advisor to the Joint Global Coordinators and Joint Bookrunners in connection with the New Share Issue.
For further information, please contact:
Simon Petrén, CEO, Humble Group AB
Phone: +46 8 61 32 888
This information is such that Humble Group AB is required to publish in accordance with EU Market Abuse Regulation 596/2014. The information in this press release has been published by the above contact person, at the time specified by Humble’s news distributor Cision at the time of 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 is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble’s certified adviser. Tel: +46 8 528 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 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 New Share Issue must be made on the basis of all publicly available information relating to the Company and the shares in the Company. Such information has not been independently verified by Nordea or SEB. The information contained in this announcement is published 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. Nordea and SEB are acting for the Company in connection with the New Share Issue and not on behalf of anyone else. Neither Nordea nor SEB 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 New Share Issue or any other matter referred to herein.
This announcement does not constitute a recommendation concerning any investor’s option with respect to the New Share Issue. 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 all 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 have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an exemption from registration thereunder. Humble Group does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. 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 New Share Issue. In any EEA Member State, this communication is only addressed to and is only directed to 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 to, 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 the scope of 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 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 New Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Nordea 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.
 The first trading day during the measuring period was 13 June 2023.