24SevenOffice

Background and reasons

The Company intends to use the net proceeds from the Share Issue to continue to execute on M&A opportunities in the near term.

In addition, a Share Issue raising proceeds of at least SEK 70 million, where at least SEK 30 million is from investors not being RV, the chairman of the Board or their affiliates,  qualifies as a ”Relevant Issue” under several of the Company’s recently executed acquisition or share purchase agreements, thereby permitting the Company to settle a significant portion of the purchase price in newly issued shares in the Company rather than cash. Meeting this threshold is critical to preserving cash for other strategic projects and ensuring the intended risk-allocation between the Company and the sellers, while also providing the sellers an opportunity to benefit from the Company’s future growth through an equity stake. It is estimated that the Company will issue consideration shares pursuant to already executed M&A agreements equal to a total value of approximately SEK 138.6 million.

RV has undertaken to vote in favour of future share issues in order to issue consideration shares to sellers under the relevant acquisition or share purchase agreements.

Underwriting commitments

As previously announced, the Company’s majority shareholder RV as well as other Nordic investors have pre-committed to subscribe for shares for a total of SEK 70 million at a minimum subscription price of SEK 14 per share.

The pre-commitments do not entitle RV or the other investors to any compensation or special benefits, and RV and the other investors have no guarantee of receiving shares in the Share Issue, as the allotment will depend on other investors’ demand and the final outcome of the Bookbuild (as defined below).

However, the pre-commitments ensure that the Company can, if necessary, rely on RV’s and the other investors’ commitments to raise the minimum capital required in order for the Share Issue to qualify as a Relevant Issue, while maintaining flexibility to allocate shares to other investors.

The bookbuilding process

The subscription price and the number of new shares in the Share Issue will be determined through an accelerated bookbuilding procedure (the "Bookbuild"), which will be directed towards Nordic investors.

The Bookbuild will commence immediately after publication of this press release and is expected to end before the commencement of trading on Nasdaq First North Growth Market on 28 May 2025. The exact timing of closing, pricing and allocation in the Bookbuild are at the discretion of the Company (in consultation with Pareto). The Bookbuild may close earlier or later and may be cancelled at any point in time, meaning that the Company may refrain, in part or in full, from carrying out the Share Issue. The Company will announce the outcome by way of a press release after the closing of the Bookbuild.

Deviation from shareholders’ preferential rights

The Board of Directors has made an overall assessment and carefully considered to raise the required capital through a rights issue. The reasons for deviating from the shareholders’ preferential right are (i) that it is of material importance to the Company and for the benefit of all shareholders to carry out a share issue that qualifies as a Relevant Issue (which, as described above, requires investments from investors not being RV, the chairman of the Board or their affiliates), (ii) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks (including the risk for a potentially adverse effect on the share price and possible subscription price or ability to complete a capital raise), and thus allow the Company to pursue a funding window when identified during the ongoing macro-economic uncertainty, (iii) that the Share Issue, in relation to the Company’s market capitalization, is limited in size, which entails that a rights issue process would be disproportionately burdensome to carry out, since it would result in time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity and more flexibility than a rights issue, (v) it may not be possible to obtain underwriting commitments for a rights issue on terms that are as favorable for the Company as the commitments for the Share Issue offered by RV and the other investors, and (vi) to strengthen the Company’s shareholder base with new Nordic institutional investors in order to enhance the liquidity of the Company’s share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders’ preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.

Since the subscription price in the Share Issue will be determined through the Bookbuild, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.

Lock-up undertakings

The Company has undertaken not to issue additional shares  in the Company during a period ending 90 calendar days after settlement in the Share Issue, which is expected to take place on 2 June 2025. The Company’s lock-up undertaking does not apply in respect of issuances of shares pursuant to employee incentive programs or issuances of shares to be used as consideration for, or financing of, acquisitions of companies or businesses.

In addition, RV as well as all members of the Board and the senior management team of the Company that own shares have undertaken, subject to certain customary exemptions, not to sell or otherwise dispose of any shares in the Company during the same 90-day period.

Advisers

The Company has engaged Pareto Securities to advise on and effect the Share Issue and Bookbuilding. Advokatfirmaet BAHR and Gernandt & Danielsson Advokatbyrå act as legal advisers to the Company, and Advokatfirman Schjødt acts as legal adviser to Pareto, in connection with the Share Issue.

For more information please contact:

Staffan Herbst, CEO
Tel: +46 10 490 07 00, ir@done.ai

Certified Adviser

The Certified Adviser to Done.ai on Nasdaq First North Growth Market is Partner Fondkommission.
Address: Lilla Nygatan 2, 411 09 Gothenburg
Telephone: +46 (0)31-761 22 30
Website: partnerfk.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with 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 the Company in any jurisdiction, neither from the Company nor from someone else.

This press release does not constitute a recommendation concerning any investor's decision regarding the Share Issue. The information contained in the press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. This press release does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The new shares referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The new shares referred to herein have not been and will not be registered under the Securities Act, as amended, and, subject to certain exceptions, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)). The new shares are being offered outside the United States in reliance on Regulation S and within the United States to “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A.

The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release does not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”) or the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 and as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (each as amended) (the “UK Prospectus Regulation”) of the new shares in the UK or in any member state (the “Member States”) of the European Economic Area (“EEA”). This press release is not a prospectus for the purpose of the Prospectus Regulation and the UK Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. Any offers of the new shares to persons in the UK or in the EEA will be made pursuant to exemptions under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the shares. This press release is only addressed to and directed at persons in the UK or in Member States who are “qualified investors” pursuant to the Prospectus Regulation or the UK Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the new shares described herein is being distributed only to, and is directed only at, and any investment or investment activity to which this press release is available only to and will only be engaged with (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order and (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which the press release relates is available only to relevant persons and will be engaged in only with relevant persons. This press release is directed only at relevant persons and any person who is not a relevant person should not act or rely on this press release or any of its contents.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for 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 may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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 it is not required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.