Stockholm, 2013-11-04 21:10 CET (GLOBE NEWSWIRE) --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
Seamless Distribution AB (publ) (“Seamless”) intends to issue 8,000,000 new shares to Joh. Berenberg, Gossler & Co. KG (”Berenberg”). Seamless and Berenberg has entered into an agreement under which Seamless has undertaken to issue, and Berenberg has undertaken to, subject to fulfilment of certain conditions, subscribe for, 8,000,000 new shares in Seamless (the “Shares”). Berenberg will immediately initiate an accelerated book building, through which an offer to acquire the Shares will be directed to qualified international investors.
The Shares will be issued pursuant to an authorisation granted by the annual general meeting 2013, with the purpose of providing Seamless with funds to continue its national and international expansion. According to the agreement between Seamless and Berenberg the final subscription price will be established through an accelerated book building arranged by Berenberg and will be announced upon completion of the process, which is expected to be around 8.30 am (CET) on 5 November 2013, where after Seamless intends to immediately issue the Shares and announce the outcome of the process. The reason for the deviation from the preferential rights of the shareholders is mainly to strengthen the Seamless’ financial position and to diversify its shareholder base. It is the opinion of the board that the transaction promotes Seamless’ possibilities to create further value for all shareholders.
The issue of the Shares will entail a dilution for the current shareholders of Seamless of approximately 19.5 per cent after full dilution. A prospectus regarding admission for trading of the Shares is expected to be published on or about 11 November 2013. The Shares are expected to be registered by the Swedish Companies Registration Office (Sw. Bolagsverket) on or about 11 November 2013 and admitted for trading on NASDAQ OMX Stockholm on or about 12 November 2013.
Seamless continues to maintain a rapid expansion. To safeguard the beneficial expansion opportunities – mainly as regards the mobile payment solution SEQR – the company will now raise funds through a directed issue. The intention of Seamless to raise additional capital to maintain its rapid expansion has been communicated previously, in connection with the rights issue last year, in interim reports and in a press release on 23 August 2013.
“We are very happy that we have now raised further capital from new international, institutional investors. The strengthened financial position is important and makes it possible for us to maintain a continued rapid expansion for the introduction of SEQR in Sweden as well as internationally”, comments Peter Fredell, CEO of Seamless.
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Seamless is one of the world's leading providers of mobile phone payment systems and handles more than 3.1 billion transactions each year via 525,000 active sales outlets. Combined with more than eleven years' experience and a presence in about 30 countries, this gives Seamless a strong position in the mobile phone payment market. It is the company's unique transaction platform that makes SEQR possible. Seamless is traded on Nasdaq OMX Stockholm, under the SEAM ticker. www.seamless.se
SEQR, developed by Seamless, is the fastest and easiest mobile payments solution currently available on the market. All customers need to do is use the SEQR app to scan the QR code at the POS terminal and approve the payment by entering their PIN. SEQR works just as well for physical transactions as for e-commerce, and is both faster and more secure than card payments. The technology behind the solution means that there is no investment cost for retailers. All that is required is a QR code sticker at the POS terminal. In addition, the low transaction charges allow the retailer to save money.
www.seqr.se— Twitter: @seqrse— facebook.com/seqrse
Berenberg is a leading financial institution in Europe, with 1,100 employees in 17 offices, total assets of EUR 4.3 billion and assets under management of more than EUR 28 billion. Objective in thought, approach and structure, the owner-managed bank operates globally with headquarters in Hamburg. Established in 1590, Berenberg is now a modern partnership with unlimited liability, and is active in four core business divisions: Private Banking, Investment Banking, Asset Management, and Corporate Banking. With more than 150 people in its London office, Berenberg’s UK operations provide best-in-class European equity and economic research, distribution and execution as well as state-of-the-art private banking capabilities. Berenberg opened its London office in 2003 and launched its London based Private Banking operations in 2011.
The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.
This information is such information that Seamless Distribution AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act. The information was released for publication on 4 November, 2013 at 9.10 pm (CET).