GiG Software PLC announces its intention to carry out a directed share issue following strong interest from investors to subscribe to new SDRs
GiG Software Plc (First North: GiG SDB), a leading B2B iGaming technology company, has today received subscription undertakings from VBG Global Limited Partnership Fund, a limited partnership fund established in Hong Kong, and PrimeStreet Asset Ltd, a company established in Seychelles (jointly, the “Subscribers”), to acquire, a combined total of 34,710,194 Swedish Depository Receipts (“SDRs”) in the Company for a total subscription consideration of approximately EUR 22.04m.
The Board resolved on a directed issue of 34,710,194 SDRs to the Subscribers or their delegates or assignees (the “Share Issue”), subject to the approval of the shareholders of GiG to increase the authorized share capital of the Company, to grant the Board the authorization to carry out share issues and receipt of funds.
The subscription consideration has been set to SEK 7.08 per SDR, reflecting the 30-trading day’s volume-weighted average price (VWAP) of the Company’s SDR on Nasdaq First North Premier Growth Market (“First North”) as at the date of this press release. The Board’s assessment is therefore that the Share Issue will be carried out on market terms.
The Company intends to use the net proceeds from the Share Issue to accelerate long-term growth and pursue strategic opportunities. The Share Issue will enable the Company to strengthen its balance sheet, and the additional capital will enable the Company to evaluate a wider range of opportunities that can achieve attractive returns on investment and align with the Company’s strategic objectives. The Board is of the opinion that the Share Issue will enhance long-term shareholder value.
Prior to resolving in favour of the Share Issue, the Board has made an overall assessment and carefully considered the option to raise capital through a rights issue with preferential rights. The rationale for the deviation from the preferential rights is that a directed issue, as compared to a rights issue with preferential rights, (i) can be completed in a short timeframe which mitigates the risk of a materially adverse effect on the price of the Company’s SDRs; (ii) results in lower transaction costs; (iii) enables the Company to act swiftly on investment and acquisition opportunities in line with its growth strategy as they arise; and (iv) diversifies the Company’s shareholder base whilst at the same time adding further strategic investors who can support the Company’s growth. Considering this, the Board has concluded that a directed issue of SDRs, deviating from preferential rights, is the most favorable alternative for the Company and in the best interest of the SDR holders.
To accommodate the Share Issue, to provide flexibility to raise capital and to provide the Board the possibility to issue further options/warrants to employees pursuant to Long Term Incentive Programmes, the Board has today resolved on (i) a proposal to the shareholders of the Company to a) increase the authorized share capital of the Company from EUR 150,000, with each share having a nominal value of EUR 0.001, to EUR 220,000, with each share having a nominal value of EUR 0.001, and b) authorize the Board to issue shares and securities in the Company up to the limit of the authorized share capital with deviation from the shareholders preferential rights (the “Proposed Resolutions”); and, (ii) a directed issue of 34,710,194 SDRs to the Subscribers, subject to the approval of the Proposed Resolutions by the shareholders of the Company at an upcoming Extraordinary General Meeting, regulatory approvals and the receipt of funds from the Subscribers.
The Share Issue will be effected by way of an issue of 34,710,194 Maltese shares in the Company to Equro Issuer Service AS (“Equro”), followed by an issue of 34,710,194 Norwegian Depositary Receipts (“NDRs”), representing shares in the Company, by Equro to Pareto Securities AB (“Pareto”), and a subsequent issue of 34,710,194 SDRs, representing NDRs, by Pareto to the Subscribers.
The Subscribers provided subscription undertakings for their respective subscription of SDRs in the Share Issue. The subscription undertakings are subject to the approval of the Proposed Resolutions by the shareholders of the Company at an upcoming Extraordinary General Meeting and the receipt of funds from the Subscribers. The subscription undertakings are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
After the registration of the Share Issue, the total number of shares in the Company will amount to 178,000,000, of which c. 172,130,851 will be represented by SDRs. The Company’s nominal share capital will increase by EUR 34,710.194, from EUR 143,289.80 to EUR 177,999.99. The Share Issue will result in a dilution of approximately 19.5% percent of the total number of SDRs in GiG.
