Acast

In connection with the closing, Acast has resolved to carry out an issue of shares in Acast to be paid as consideration under the previous authorization from Acast’s Annual General Meeting (May 17, 2022). The number of newly issued shares amounts to 2,336,980. In accordance with the merger agreement, the subscription price per share was determined to be SEK 15.75. In addition, in order to secure Acast’s future obligation to pay the share portion of potential add-ons to the sellers, Acast has issued and self-subscribed for 1,270,993 warrants that will be exercised into shares upon any delivery to the sellers. The number of newly issued shares, including the shares that will be issued if all of the warrants are exercised, amounts to 3,607,973. This corresponds, calculated after the issue, to a dilution of approximately 2% of the share capital and voting rights in Acast. The sellers have, subject to customary exceptions, entered into lock-up undertakings not to sell or otherwise dispose of the economic rights to the shares received at closing for a period of 180 days from today.
 
Acast’s board of directors may propose to a future Annual General Meeting of Acast that it resolves to issue additional shares or warrants to cover Acast’s potential obligation to pay additional consideration (payable in shares or cash at Acast’s discretion) to certain sellers who will continue to be employed by Podchaser and are subject to certain retention arrangements.

In total, no more than 4,276,246 shares will be payable to the sellers of Podchaser.