THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT BE IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.
"The transaction is strategically important for Bayn Group and we have brought in several new long-term strategic investors who believe in the Company's vision and will be part of the journey ahead. The capital injection from the issue also means that we are financially ready to act quickly on the potential acquisition candidates that we have on our radar. Now that we have strengthened the balance sheet through the issue, Bayn Group intends, at the right time, to explore the possibilities of supplementing our financing with debt capital" - Simon Petrén, Deputy CEO.
Transactions
The Board of Directors has resolved on a new share issue of 9,500,000 shares based on the authorization granted by the Extraordinary General Meeting on 5 August 2020. The transaction was heavily oversubscribed and subscribers in the issue were a number of Swedish institutional investors, as well as certain existing shareholders, including Creades, RoosGruppen, FE Fonder, Handelsbanken Fonder and Briban Invest.
The reason for the deviation from the shareholders' preferential rights is to diversify the shareholder base by bringing in additional institutional investors and, at the same time, to carry out the fundraising in a time-efficient manner to raise capital for potential future acquisition and consolidation opportunities. As the subscription price in the Transaction has been determined through an accelerated bookbuilding procedure, it is the Board of Directors' assessment that the subscription price is at market level.
During 2020, Bayn Group has undergone a major transformation from a company focused on the development and sale of sweeteners to an international group that covers and controls a number of verticals of the foodtech value chain for sugar-reduced and functional food products. During the year, the Company successfully completed six acquisitions, Pändy Foods, Tweek, Koppers Candy Sweden, Amerpharma, Green Sales Distributions (not yet acquired) and Golden Athlete (not yet acquired). The Company sees opportunities to continue the consolidation in the addressable market and is actively exploring new acquisition opportunities. The purpose of the Transaction is to strengthen the Company's financial position and be financially ready to act expeditiously on these identified acquisition opportunities.
Dilution, lock-up and delivery of shares
The completion of the Transaction entails a dilution effect of approximately 7.77 percent of the number of shares and votes in Bayn Group after completion of the Transaction by increasing the number of shares and votes by 9,500,000 to a total of 122,233,439 shares after the Transaction. The share capital increases by SEK 2,090,000 from approximately SEK 24,801,357 to approximately SEK 26,891,357.
In connection with the Transaction, the Company has agreed, subject to customary exceptions (including non-cash and/or set-off issues to pay for acquisitions), not to issue any additional shares for a period of 90 calendar days after the settlement date. In addition, members of the Company's board of directors and management have agreed, subject to customary exceptions, not to sell any shares in Bayn Group for a period of 90 calendar days after the settlement date.
In order to facilitate the delivery of shares to the investors in the Transaction, Seved Invest AB will lend 9,500,000 shares to Carnegie. The shares will be returned after the Transaction has been registered with the Swedish Companies Registration Office.
Advisors
Carnegie Investment Bank AB (publ) is acting as Sole Bookrunner and Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor in connection with the Transaction.
Responsible parties
This information is information that Bayn Group is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information in this press release was published by the contact person below, at the time stated by Bayn Group's news distributor Cision at the publication of this press release.
For further information, please contact
Simon Petrén, Deputy CEO Bayn Group AB
Tel: +46709999455
E-mail: simon.petren@bayneurope.com
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: info@fnca.se
Important information
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the 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 anyone else.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. An investment decision in connection with the Transaction should 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 in this press release is published for background purposes only and does not purport to be complete. Accordingly, an investor should not rely solely on the information contained in this press release or its accuracy or completeness. Carnegie is acting on behalf of the Company in connection with the transaction and not on behalf of anyone else. Carnegie will not be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the transaction or in relation to any other matter referred to herein.
This press release does not constitute a recommendation for any investor's decision regarding the Transaction. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results.
This press release does not constitute an offer or invitation 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 applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in 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 such 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, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 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 referred to 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 persons as referred to in Article 49(2)(a) to (d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement or act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding 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 can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. 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 required by law or Nasdaq First North Growth Markets' Rule Book for Issuers.
Information for distributors
For the purpose of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which supplements MiFID II and (c) national implementing measures (together, the "MiFID II Product Governance Requirements") and in order to disclaim any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, Bayn Group's shares have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of Bayn Group's shares may fall and investors may lose all or part of their investment; Bayn Group's shares do not carry any guarantee of return or capital protection; and an investment in Bayn Group's shares is suitable only for investors who do not require a guaranteed return or capital protection and who (acting alone or with the advice of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions arising from the Transaction. Furthermore, it should be noted that, notwithstanding the Target Market Assessment, Carnegie will only provide 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 of Bayn Group.
Each distributor is responsible for conducting its own target market assessment for Bayn Group shares and for determining appropriate distribution channels.
