Wyld Networks

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

The Board of Directors of Wyld Networks AB ("Wyld Networks" or the "Company") has today, based on the authorization granted by the Annual General Meeting on 28 June 2024, resolved to carry out a directed issue of shares by way of set-off of approximately SEK 1.9 million (the "Directed Issue"). The subscribers in the Directed Issue are Buntel AB, Hexamo AB and Exelity AB (publ) and payment is made by way of set-off of the Company's outstanding loans. On 2 September 2024, Wyld Networks announced that the Company, subject to approval by the Extraordinary General Meeting on 2 October 2024, intends to carry out a new issue of units, consisting of shares and warrants of series TO6, with preferential rights for existing shareholders of approximately SEK 74.2 million (the "Rights Issue"). In the Rights Issue, Buntel AB and Exelity AB (publ) have entered into middle underwriting commitments. As a result of the Directed Issue, the middle underwriting commitments from Buntel AB and Exelity AB (publ) are adjusted downwards by the corresponding amount set-off. The Company has also taken out a bridge loan of SEK 5.0 million from Olsen Fond & Försäkring.

According to the loan agreement entered into on August 29, 2023, Buntel AB, Hexamo AB and Exelity AB (publ) (together the "Lenders") have outstanding receivables towards the Company totaling SEK 18.3 million. The Board of Directors of Wyld Networks has today decided to carry out a directed set-off issue of shares to the Lenders of approximately SEK 1.9 million. Following the Directed Issue, the Lenders and related parties to the Lenders have outstanding receivables towards the Company totaling approximately SEK 16.4 million. 

On September 2, 2024, Wyld Network's Board of Directors resolved, subject to the Extraordinary General Meeting on October 2, 2024, to carry out a new issue of units consisting of shares and warrants of series TO6 with preferential rights for existing shareholders of approximately SEK 74.2 million. The Rights Issue is comprised to approximately 57.7 percent of subscription commitments, bottom underwriting commitments and middle underwriting commitments. The Lenders entered into middle underwriting commitments in the Rights Issue corresponding to the outstanding receivables. As a result of the Directed Issue, the Lenders have reduced their respective middle underwriting commitments in the Rights Issue by the corresponding amount set-off in the Directed Issue. The proportion of the Rights Issue that is covered by subscription commitments and underwriting commitments has therefore been adjusted downwards to approximately 55.2 percent.

Background and deviation from shareholders' preferential rights

Prior to the Directed Issue, the Company's board of directors has made an overall assessment and carefully considered other alternatives to the Directed Issue. Taking the following into account, the Board of Directors has made the assessment that a directed share issue with deviation from the shareholders' preferential rights is the most advantageous for the Company and its shareholders. The Directed Issue means that the costs for the Rights Issue will be reduced since less underwriting compensation will be paid out as a result of the size of the underwriting commitments being reduced. The set-off also means that the Company's debt is reduced without affecting the Company's existing working capital, which is beneficial to the Company's financial position. The Board of Directors assesses that the above reasons justify the deviation from the main rule that new share issues shall be carried out with existing shareholders' preferential rights.

The subscription price per share in the Directed Issue corresponds to the subscription price in the Rights Issue. However, shareholders in the Company are offered the opportunity to subscribe for units on more favorable terms in the Rights Issue as warrants of series TO6 are offered free of charge for participants at the same subscription price. The subscription price in the Directed Issue has been determined through arm's length negotiations with the Lenders, in consultation with financial advisors and through analysis of a number of market factors such as the Company's financing needs, opportunity cost for other financing and assessed market interest for an investment in the Company. It is the Board's assessment, based on the above factors, that the subscription price reflects current market conditions and current demand. Against this background, the Board of Directors assesses that the subscription price is in line with market conditions.

Number of shares and share capital

The Directed Issue consists of 21,166,666 shares. The subscription price per share in the Directed Issue is SEK 0.09, corresponding to the subscription price in the Rights Issue. All shares in the Directed Issue have been subscribed for and allotted.

As a result of the Directed Issue the number of shares will increase by 21,166,666, from 20,621,183 to 41,787,849, and the Company's share capital will increase by SEK 1,766,153.078615, from SEK 1,720,637.774291 to SEK 3,486,790.852906, entailing a dilution of 50.7 percent (based on the Company's registered number of shares and share capital).  Provided that the Rights Issue is fully subscribed, the Directed Issue entails a dilution of 2.4 percent.

The shares issued through the Directed Issue are intended to be admitted to trading on Nasdaq First North Growth Market.

The newly issued shares in the Directed Issue are expected to be registered with the Swedish Companies Registration Office at the same time as the shares in the Rights Issue. Therefore, the shares that are subscribed for and issued in the Directed Issue do not entitle to participation in the Rights Issue.

Bridge loan financing

As communicated via a press release on September 2, 2024, the Company has intended to take out a bridge loan of SEK 5 million in connection with the Rights Issue. The Company has now successfully taken out a bridge loan of SEK 5 million from Olsen Fond & Försäkring. The bridge loan has a set-up fee of 5.0 percent and carries a monthly interest rate of 1.5 percent. The bridge loan is intended to be repaid through funds from the Rights Issue.

Advisors

Mangold Fondkommission AB is financial advisor and Advokatfirman Schjødt is legal advisor to the Company in connection with the Directed Issue.

For further information about Wyld Networks, please contact:

Alastair Williamson, CEO Wyld Networks
E-mail: alastair.williamson@wyldnetworks.com
Tel: +44 7 824 997 689

This information constitutes information that Wyld Networks is obligated to disclose under the EU Market Abuse Regulation. The information was provided, through the agency of the above-mentioned contact person, for public release on September 19, 2024, at 08:30 CEST.

About Wyld Networks

Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people.

Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB.

The Wyld Networks share (WYLD) is traded on the Nasdaq First North Growth Market.

Certified Adviser to Wyld Networks is Mangold Fondkommission AB.

Read more on: www.wyldnetworks.com

IMPORTANT INFORMATION

The publication, announcement or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves about and observe such restrictions. This press release does not constitute an offer to the public, or a solicitation of any offer, to buy or subscribe for any securities of the Company in any jurisdiction. This document has not been approved by any authority in any jurisdiction, does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to “qualified investors” in that member state as defined in the Prospectus Regulation.

The information contained in this press release may not be announced, published, copied or distributed, directly or indirectly, in the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require a prospectus, registration or other measures than those required by Swedish law.

This press release does not constitute or form part of an offer or solicitation to buy or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to, registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.

In the United Kingdom, this document and other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will involve, “qualified investors” who are (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19.5 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49.2 (a-d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investments to which this notice relates are available only to, and will involve only, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.