News

On July 19, 2023, Flat Capital AB (publ) (“Flat” or the “Company”) announced its intention to carry out a rights issue of approximately SEK 138.2 million (the “Rights issue”) as well as a potential directed over-allotment issue (the “Over-allotment issue”), depending on the outcome of the Rights issue. The preliminary outcome indicates that the Rights issue is subscribed to approximately 110.6 percent. Consequently, the Board of Directors intends, in accordance with earlier communication, to carry out the directed Over-allotment issue to Dusco AB, which is one of the anchor investors in the Rights issue. Flat will thereby receive total issue proceeds of approximately SEK 152.9 million before issue costs.

Preliminary outcome
The preliminary compilation of subscriptions shows that 4,425,255 B shares, corresponding to approximately 28.8 percent of the Rights issue, were subscribed for with subscription rights. 12,564,077 B shares, corresponding to approximately 81.8 percent of the Rights issue, were subscribed for without subscription rights. The preliminary outcome thereby indicates that the Rights issue is subscribed to approximately 110.6 percent. As a result, the Board of Directors intends, in accordance with the previous communication in the press release of July 19, 2023, to carry out the directed Over-allotment issue to Dusco AB, which is wholly owned by the Douglas family and one of the anchor investors in the Rights issue. The other anchor investor, AltoCumulus, the asset management and family office part of the Axel Johnson Group, has received an assured allocation through the allocation principles in the Rights issue. The Company will, due to the above, receive total issue proceeds of approximately SEK 152.9 million before issue costs.

The Rights issue in brief
Those who were registered as shareholders on the record date, August 10, 2023, received one (1) subscription right for each existing B share held in the Company. Nine (9) subscription rights entitled to subscription for five (5) new B shares. In addition, investors had the option to register for subscription of shares without subscription rights. The subscription period for the Rights issue commenced on August 14, 2023, and ended on August 29, 2023, and the subscription price in the Rights issue was SEK 9.0 per share.

Final outcome and notice of allocation
Notice of allocation to investors who have subscribed for shares without subscription rights will be sent in connection with the publication of the final outcome on September 1, 2023. All those who have subscribed are, based on the preliminary outcome, expected to be allotted. Subscribed and allotted shares should be paid on the settlement day, September 5, 2023, at the latest, in accordance with the instructions on the settlement note. Shareholders with a share deposit will receive notification of allocation and payment in accordance with their respective custodian’s routines.

Trading with BTA and conversion of BTA into shares
Trading in paid subscribed shares (“BTA”) continues until the registration of the Rights issue at the Swedish Companies Registration Office, which is expected to take place around week 37, 2023. BTAs will be converted into B shares as soon as the Rights issue has been registered.

Decision on Over-allotment issue
In light of the oversubscribed issue, the Board of Directors intends, following a resolution on the allocation in the Rights issue, to resolve, based on the authorisation from the annual general meeting in Flat on May 4, 2023, to carry out the Over-allotment issue. In accordance with the Company's press release in connection with the announcement of the Rights issue on July 19, 2023, the subscription price in the Over-allotment issue corresponds to the subscription price in the Rights issue of SEK 9.0 per share. The Over-allotment issue is, according to the preliminary outcome, expected to amount to approximately 1,629,062 B-shares, corresponding to approximately SEK 14.7 million. Through the Rights issue and the Over-allotment issue, Flat will in total raise approximately SEK 152.9 million before issue costs through the issue of 16,989,332 new B shares.

Number of shares and share capital
Through the Rights issue and the Over-allotment issue, based on the preliminary outcome, the number of shares in the Company will increase by 16,989,332, from 32,077,709 to 49,067,041, and the share capital will increase by SEK 849,466.60, from SEK 1,603,885.45 to SEK 2,453,352.05.

Advisers
Augment Partners is acting as the financial advisor and Advokatfirman Vinge KB is acting as the legal advisor to the Company in connection with the Rights issue.

For questions, please refer to:
Hanna Wachtmeister, CEO, hw@flatcapital.com, +46 (0) 70 661 60 05.

Certified Adviser
Flat’s Certified Adviser is Augment Partners AB, info@augment.se, +46 (0) 8 604 22 55.

About Flat
Flat is an investment company that focuses on growth stage companies with prominent entrepreneurs in leading positions and primarily makes investments through its network of world-class investors and entrepreneurs. The Company was founded in 2013 by entrepreneurs Nina and Sebastian Siemiatkowski (founders and CEOs of Milkywire and Klarna, respectively) and is led by CEO Hanna Wachtmeister together with an experienced Board of Directors. Examples of portfolio companies include Klarna, OpenAI, Instabee, Figma and DeepL. The Company aims to provide long-term capital and is essentially a passive minority shareholder, while Flat’s experience and network are available to the extent the entrepreneur wishes. The aim is to facilitate successful company building and enable exposure to otherwise hard-to-reach and promising companies. More information is available at www.flatcapital.com

Important information
The Offer is not directed to persons resident in the United States, Australia, Great Britain, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction where participation would require a prospectus, registration or other measures than those required by Swedish law. Accordingly, this press release may not be published or distributed, directly or indirectly, in the above-mentioned jurisdictions or in any other jurisdiction where such action is wholly or partly subject to legal restrictions. The information in this press release may not be forwarded, reproduced or displayed in a manner contrary to such restrictions. Failure to comply with this instruction may constitute a violation of applicable securities laws.

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities 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 in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of 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.

This press release has not been approved by any regulatory authority in any jurisdiction. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights issue, be made solely on the basis of the information contained in the EU Growth Prospectus. Accordingly, an investor is advised to read the entire EU Growth Prospectus. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as “will”, “expect”, “believe”, “estimate”, “intend”, “should”, “assume” and similar expressions. Such statements express the Company's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and projections that the Company has made to the best of its ability but which the Company does not claim will be accurate in the future. Forward-looking statements involve risks and uncertainties that are difficult to predict and generally cannot be influenced by the Company. It should be kept in mind that actual events or outcomes may differ materially from those contemplated or expressed in such forward-looking statements.

Note: This is a non-official translation of the Swedish original text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.