Lund, 17 October, 2013 — The board of Anoto Group AB (publ) has decided to implement a rights issue of approximately SEK 65m. The capital acquisition enables the company to continue its international expansion and pursue the growth opportunities available for the company’s technology for digital writing.
The rights issue is guaranteed to 89 percent by external investors. The subscription price has been set at 0.25 SEK per share. Record day for participation in the rights issue is November 20, 2013 and the subscription period runs from November 22 until December 6, 2013. The rights issue requires approval by an extraordinary general meeting on November 15, 2013.
Background and reasons
Through its business units Enterprise Solutions and Technology Licensing (OEM), Anoto offers solutions that increase workflow efficiency in several market segments such as education, health care and a number service segments. A continuous focus on product development has resulted in a broad product portfolio including Anoto LiveTM and a number of products developed for partners such as Livescribe SkyTM, which handles simultaneous recording of writing and sound. The latest addition to the product portfolio is Live PDFTM that replaces scanning and Live FormsTM intended for advanced handling of report form data.
During the latest two years, Anoto has through a number of strategic cooperations and investments established a platform that gives the company access to cutting edge development skills and significant sales potential. Earlier this year, Panasonic launched the world´s first tablet with built in Anoto technology. This is a first step in Anoto’s ambition to be the partner of choice for tablet manufacturers that would like to include writing technologies in their products.
During the second quarter, the Swedish operations have been restructured into one business unit focusing on hardware R&D. Furthermore, functions in Sweden have been incorporated in the international subsidiaries. The restructuring has resulted in a reduction of 35 full time equivalents and consultants in Lund corresponding to a net effect of SEK 30m in annual cost reduction. Additional restructuring of the subsidiaries in the UK are planned.
The board deems that current funds are not sufficient for the working capital requirements in the coming twelve months. One example is the company’s inventory that ties up significant amounts of capital. Furthermore, the capital from the rights issue will be used to repay short term debts and to strengthen certain sales and marketing functions. It is the board’s opinion that the rights issue together with ongoing restructuring efforts will create foundations to finance the business until profitability is achieved.
Terms for the rights issue
The company's shareholders will have pre-emptive right to subscribe for new shares in proportion to the number of shares previously held by them. Two (2) existing shares entitle to subscription to three (3) new shares at a subscription price of SEK 0.25. The record date for participation in the rights issue is November 20, 2013.
In the event that all new shares are not subscribed for with pre-emptive rights, such shares shall be allotted to shareholders and others who have subscribed for shares without subscription rights. Such allotment shall firstly be made to those who have subscribed for shares by exercise of subscription rights. The subscription period runs from November 22 until December 6, 2013 or such later date as the Board of Directors may decide.
The rights issue may result in an increase of the share capital of no more than SEK 5,208,742.74 and an increase in the total number of shares of no more than 260,437,137 shares.
Underwriting guarantees
In order to secure that the rights issue is subscribed to a sufficient extent, the company has entered into underwriting agreements with a number of external investors to a total amount of SEK 58m, corresponding to 89 percent of the rights issue.
Indicative timetable for the rights issue
| 15 November 2013 | Last day of trading in the shares including right to participate in the rights issue |
| 20 November 2013 | Record date for participation in the rights issue, i.e. shareholders who are registered in the company's share register as of this day will receive subscription rights for participation in the rights issue |
| 21 November 2013 | Estimated publication of the prospectus |
| 22 Nov. – 3 Dec. 2013 | Trading in subscription rights |
| 22 Nov. – 6 Dec. 2013 | Subscription period |
| 11 December 2013 | Estimated day for press release regarding outcome in the rights issue |
Advisors
Redeye acts as financial advisor and Setterwalls Advokatbyrå acts as legal advisor in connection with the rights issue.
For further information, please contact:
Stein Revelsby, CEO
Tel. +46 (0)733 45 12 05
Anoto Group AB (publ.)
Box 4106
SE-227 22 Lund
Tel.: +46 46 540 12 00
www.anoto.com
The information in this press release is published pursuant to the Swedish Securities Markets Act. The information was submitted for publication at 08.45 am on October 17, 2013.
About Anoto Group:
Anoto Group AB is a global leader in digital writing solutions, which enables fast and reliable transmission of handwriting into a digital format. Anoto operates worldwide through a global partner network that delivers user-friendly digital writing solutions for efficient capture, transmission, distribution and storage of data. Anoto is currently in use across multiple business segments, e.g. consumer, healthcare, banking and finance, transportation and logistics and education. The Anoto Group has over 100 employees and is headquartered in Lund (Sweden). The company also has offices in Basingstoke, Guildford and Wetherby (UK), Amsterdam (NL), Boston (US) and Tokyo (Japan). The Anoto share is traded on the Small Cap list of NASDAQ OMX Stockholm under the ticker ANOT. For more information, please visit: www.anoto.com.
Important information
In certain jurisdictions, publication or distribution of this press release may be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such legal restrictions.
This press release may not be made public, published or distributed, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Switzerland, Singapore, Hong Kong, Japan or in any other country where such action is subject in full or in part to legal restrictions, nor may the information in this press release be forwarded, reproduced or disclosed in any way that is in conflict with such restrictions. Failure to follow this instruction may involve a breach of the United States Securities Act of 1933 ("Securities Act") or applicable laws in other jurisdictions.
This press release does not contain or constitute an invitation or offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Anoto. The invitation to the persons concerned to subscribe for shares in Anoto will only be made through the prospectus that Anoto expects to publish on November 21, 2013, which prospectus, among other things, will contain financial statements and information on the Board of Directors and auditor of Anoto.
Neither the subscription rights, the paid subscription shares (BTA) or the new shares will be registered in accordance with the Securities Act or any provincial act in Canada, and may not be transferred or offered for sale in the United States or Canada, or to persons resident there, or on behalf of such persons, other than in such exceptional cases where registration in accordance with the Securities Act or any provincial act in Canada is not required.
