Rights Issue IN brief
Issue volume: The Offer comprises a maximum of 5 628 514 shares, equivalent to approximately SEK 5.2 million before issue costs of approximately SEK 0.5 million.
Preferential rights: Each existing share in Arctic Blue Beverage AB entitles to three (3) Subscription Rights and ten (10) Subscription rights entitle to subscription of one (1) share.
Subscription price: SEK 0.92 per share
Subscription period: November 24 – December 08, 2022
Trading in Subscription Rights: November 24 – December 05, 2022
Trading in Paid Subscription Shares (“BTA”): November 24, 2022 – until the Rights Issue has been registered by the Swedish Companies Registration Office
Pre-subscription and guarantee commitments: Total amount of approximately SEK 5.2 million, which corresponds to approximately 100 percent of the initial issue volume, of which approximately SEK 2.2 million consists of pre-subscription commitments and approximately SEK 3.0 million consists of guaranteed commitments. No compensation is paid for the subscription commitments or the guarantee commitments.
Over-allotment Issue: In the event of an oversubscription in the Rights Issue, the Board of Directors of Arctic Blue Beverages may carry out an over-allotment issue of approximately SEK 0.78 million corresponding to a maximum of 844 277 additional shares equivalent to 15 percent of the Rights Issue. To the extent the over-allotment issue is directed to persons covered by Chapter 16 of the Swedish Companies Act, the Board of Directors will convene and Extraordinary General Meeting to approve the issue.
Lock up agreement: In conjunction with the Rights Issue, all participants of the subscription and guarantee commitments have agreed to enter in to lock-up agreements for 100 percent of their shares subscribed for in the Rights Issue for a period of nine months.
Background and rationale for the offer
Arctic Blue Beverages has during the last years developed and commercialized a diverse, internationally awarded product portfolio, targeting different markets and market segments.
By producing innovative craft beverages, the goal setting for Arctic Blue Beverages is to have their products available globally, both through e-commerce and traditional distribution.
During the last year, three new products to three different market segments have been developed and launched on the market. The Company values innovation, and one example is in accordance with the Company’s latest product launch, Arctic Blue Beverages positioned itself as one of the first Nordic companies entering the NFT space. The ultra-premium, limited-edition Legacy’s purchase rights are distributed as unique NFT.
Since the Company was listed at Nasdaq First North Growth market in Stockholm in May 2022, the distributor network has grown to cover new countries such as Canada and Malaysia. On the existing market Australia, the Company has made great progress together with its distributor where the distribution footprint has grown to cover over 150 stores and several online stores. In Sweden the Company has started its collaboration with their distribution partner and during next year, the Company intends to increase the sales on the HoReCa field (hotels, restaurants, and catering). In Norway, the Company has enhanced the collaboration with its distributor partner and the focus in Norway will as well be on increasing sales on the HoReCa field. On the new entered market Canada, the Company’s products are already being listed in several retail stores.
Despite great success with expansion and product development, the continuing challenging world- and economic situation has in some extent impacted on the Company’s business by lengthening lead-times of orders and some materials in combination with effecting consumers buying behaviours. The rationale for the offering is to secure investments for the Company’s continuing expansion plan and to secure strategy driven improvement actions.
Use of Proceeds
The Board of Directors considers Arctic Blue Beverage’s existing working capital to be insufficient to finance the company’s continued development needs and the below commitments for the coming twelve-month period from the date of the Memorandum. Regarding the Company’s planning activities, a working capital deficit is expected to arise in March 2023. The deficit for the coming twelve-month period is estimated to be approximately SEK 2.5 million.
To ensure continued successful development in accordance with the Company’s business plan and strategy, Arctic Blue Beverages decided to carry out a Rights Issue. The Rights Issue is expected to provide Arctic Blue Beverages with proceeds of SEK 5.2 million before deduction of issue costs, which are approximately SEK 0.5 million. Thus, the net proceeds from the Rights Issue are estimated to be SEK 4.7 million. The Board of Directors’ assessment is that the working capital requirements for the coming twelve-month period will be met by available cash and cash equivalents and the net proceeds from the Rights Issue.
The expected net proceeds from the Right Issue will, with and approximate proportion be used, mainly to:
- Implement selected focus market activities and to accelerate sales by reinforcing marketing activities in the Nordic countries for existing products (approximately 20% of the proceeds)
- Strengthen commercialization of the Company’s main products in the existing and new markets by deepening co-operation with both selected hotels, restaurants and cafés sectors and selected distributor business partners (approximately 40% of the proceeds)
- Further development and product launches of the new products in RTD and liqueur categories (approximately 40% of the proceeds)
Potential proceeds from the Over-allotment Issue will be used for the same purpose as the proceeds from the Rights Issue. Percentage allocations might be a subject to change.
November 24–December 8, 2022: Subscription period for the Rights Issue
November 24, 2022: Trading in subscription rights and paid subscription shares starts
December 5, 2022: Trading in subscription rights ends
Around December 12, 2022: Press release on the outcome of the Rights Issue