NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA
OR NEW ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OF CYBAERO AB.
CybAero AB (publ) today announces that its private placement of 1,600,000
CybAero shares has been completed. The offering attracted interest from both
existing and new Swedish and international institutional and strategic
investors. The price of SEK 28 per share was determined through a book-building
procedure, resulting in total cash proceeds of approximately SEK 44.8m before
transaction costs.
“We are very pleased with the strong interest from both existing and new Swedish
and international investors. The offering strengthens our financial position and
is an important step in financing the continued expansion”, said Mikael Hult,
CEO of CybAero.
For the purpose of the private placement, the Board of Directors of CybAero AB
has resolved, pursuant to the authorization given by the 2014 annual general
meeting, to issue 1,600,000 new CybAero shares to the investors in the private
placement. The Board considers it being beneficial for CybAero and its
shareholders to broaden the shareholder base and to take advantage of the
opportunity to raise capital on favorable terms for the company. The Board
believes that the private placement, which in light of the above is made
disapplying the shareholders' pre-emptive rights, will promote the creation of
value for all shareholders of CybAero.
Settlement with investors is expected to take place on or around November 24,
2014 and registration of new shares with the Swedish Companies Registration
Office and Euroclear Sweden is expected to take place a few days thereafter.
The price in the private placement corresponds to a discount of approximately 11
per cent compared to the closing share price on Nov 20, 2014. The issue of new
shares for the purpose of the private placement will, after registration of the
new shares, result in an equity dilution of approximately 9 per cent. Through
the issue of new shares, the number of shares in CybAero will increase by
1,600,000, from 15,563,102 shares to 17,163,102, and the share capital will
increase by SEK 2,400,000, from SEK 23,344,653 to SEK 25,744,653.
Danske Bank is acting as sole lead manager and bookrunner of the private
placement. Ashurst is legal adviser to Danske Bank and Delphi legal adviser to
CybAero.
For more information, please contact:
Mikael Hult, CEO CybAero AB, + 46 (0) 70-564 25 45 email: mikael.hult@cybaero.se
Web:
www.cybaero.se (http://www.microsofttranslator.com/bv.aspx?from=sv&to=en&a=http%
3
A%2F%2Fwww.cybaero.se%2F) Videos:
www.youtube.com/cybaero (http://www.microsofttranslator.com/bv.aspx?from=sv&to=e
n
&a=http%3A%2F%2Fwww.youtube.com%2Fcybaero)
About CybAero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) and
associated sensor systems for safer and more cost-effective operations in
hazardous environments. The company has made a great international impact with
their APID 60 helicopter which can be adapted for both military and civilian
applications such as coastal and border surveillance, search and rescue
missions, and mapping.
CybAero has its head office in the Mjärdevi Science Park in Linköping, Sweden.
The company has more than 40 employees and is listed on NASDAQ OMX First North
since 2007. Remium Nordic AB (tel. 08-454 32 00) is CybAero’s certified adviser.
This is information required to be disclosed by CybAero AB (publ) pursuant to
the First North Nordic Rulebook. This information was released for publication
on [November 21, 2014, at [ 9:25am CET].
IMPORTANT INFORMATION
The release, publication or distribution of this press release in certain
jurisdictions may be restricted. This press release does not constitute an offer
of, or an invitation to purchase or subscribe for, any securities of CybAero AB
in any jurisdiction.
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 US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and may
not be offered or sold in the United States absent registration except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements under the US Securities Act and in compliance with any applicable
laws of any state or other jurisdiction of the United States. There will be no
public offering of the securities in the United States. Copies of this
announcement should not be made in and may not be distributed or sent into the
United States, Australia, Hong Kong, Japan, Canada, Singapore, South Africa or
New Zealand.
This press release is not a prospectus for the purposes of Directive 2003/71/EC
(such Directive, together with any applicable implementing measures under such
Directive in the relevant home Member State, the “Prospectus Directive”).
CybAero AB has not authorized any offer to the public of shares or rights in any
Member State of the European Economic Area and no prospectus or other offering
document has been or will be prepared in connection with the Private Placement.
With respect to each Member State of the European Economic Area and which has
implemented the Prospectus Directive (each, a “Relevant Member State”), no
action has been undertaken to date to make an offer to the public of shares or
rights requiring a publication of a prospectus in any Relevant Member State. In
any Relevant 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 Directive.
This press release is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion Order 2005) (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and
(iii) above together being referred to as “relevant persons”). The securities
are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with
relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.
The Bookrunner is acting exclusively for CybAero AB and no one else in
connection with the Private Placement. The Bookrunner will not regard any other
person (whether or not a recipient of this press release) as its client in
relation to the Private Placement and will not be responsible to anyone other
than CybAero AB for providing the protections afforded to their clients nor for
giving advice in relation to the Private Placement or any transaction or
arrangement referred to herein. No representation or warranty, express or
implied, is made by the Bookrunner as to the accuracy, completeness or
verification of the information set forth in this press release, and nothing
contained in this press release is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. The
Bookrunner assumes no responsibility for its accuracy, completeness or
verification and, accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they might otherwise be found to
have in respect of this press release or any such statement.
The Private Placement will be subject to conditions and termination events,
including those which are customary for such offerings. The Bookrunner reserves
the right to exercise or refrain from exercising its rights in relation to the
fulfillment or otherwise of any such conditions or the occurrence of any
termination event in such manner as it may determine in its absolute discretion.
Any investors in the Private Placement will be deemed to acknowledge that any
offering of shares hence may not be completed and that neither the company nor
the Bookrunner in such event shall have any liability to the investors. Any
investors in the Private Placement will further be deemed to acknowledge (i) the
information in this press release, (ii) that the investors are not relying (for
purposes of making any investment decision or otherwise) upon any advice,
counsel or representations (whether written or oral) of the company, the
Bookrunner or any of their respective affiliates or any non-public information,
and (iii) that they have consulted with their own legal, regulatory, tax,
business, investment, financial, and accounting advisers to the extent they have
deemed necessary, and they have made their own investment decisions based upon
their own judgment and upon any advice from such advisers as they have deemed
necessary. Any investors are also expected to execute a customary investor
letter or application agreement. The company has not given, and the investors
have not received from the company, any non-public information in connection
with the Private Placement.
This press release may contain "forward-looking statements”, which are
statements related to future events. In this context, forward-looking statements
often address CybAero AB's expected future business and financial performance,
and often contain words such as "expect”, "anticipate”, "intend”, "plan”,
"believe”, "seek”, or "will”. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain and can be influenced by many
factors, including the behavior of financial markets, fluctuations in interest
and exchange rates, commodity and equity prices and the value of financial
assets; the impact of regulation and regulatory, investigative and legal
actions; strategic actions; and numerous other matters of national, regional and
global scale, including those of a political, economic, business and competitive
nature. These factors may cause CybAero AB's actual future results to be
materially different than those expressed in its forward-looking statements.
CybAero AB does not undertake to update its forward-looking statements.
