News

The Board of Directors of Flat Capital AB (publ) (“Flat” or the “Company”) has, in connection with the rights issue of approximately SEK 138 million (the “Rights issue”) announced on July 19, 2023, prepared an EU Growth Prospectus, which has been approved by the Swedish Financial Supervisory Authority today.

Summary of the Rights issue

• Rights issue of a maximum of 15,360,270 B shares corresponding to, in the event of full subscription, gross proceeds of approximately SEK 138.2 million before issue costs.
• For each existing B share held on the record date, one (1) subscription right is received in the Rights issue. Nine (9) subscription rights entitle the holder to subscribe for five (5) new B shares at a subscription price of SEK 9.0 per share.
• The subscription period in the Rights issue begins on August 14, 2023, and ends on August 29, 2023.
• The Company has received subscription commitments free of charge from Dusco AB, wholly owned by the Douglas family, and AltoCumulus, the asset management and family office part of the Axel Johnson Group, together amounting to SEK 80.0 million. In total, the Rights issue is secured to 77.2 percent, corresponding to SEK 106.7 million, through subscription commitments and intentions to subscribe for shares.
• Provided that the Rights is oversubscribed, the Company has the option to increase the issue amount by an additional maximum of SEK 72.0 million.
• The record date for the Rights issue is on August 10, 2023, with the last day of trading including the right to receive subscription rights on August 8, 2023, and the first day of trading excluding the right to receive subscription rights on August 9, 2023.
• The motive for the Rights issue is to be able to take advantage of the opportunities that exist in the Company's pipeline. This applies to investments in both new companies and existing holdings. With the rights issue, Flat can offer shareholders the opportunity to maintain their ownership in the Company while welcoming new long-term and strategically important investors who have submitted subscription commitments.

Publication of the Prospectus
Flat Capital announces today that the Prospectus regarding the Rights issue has been approved and registered by the Swedish Financial Supervisory Authority and is available on the Company’s website (https://www.flatcapital.com), along with all other information related to the Rights issue. The Prospectus is also available on the website of Augment Partners AB (https://www.augment.se/offerings/) and on the website of Aqurat Fondkommision AB (aqurat.se/aktuella-erbjudanden/), and will be made available on the website of the Swedish Financial Authority (www.fi.se).

Timetable for the Rights issue

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.

The information was submitted for publication, through the agency of the contact persons set out above, at 2023-08-08 11:00 CEST.

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

About Flat Capital
Flat Capital 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 Capital'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, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, Great Britain, 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.