On March 7,2023, the Board of Directors of RightBridge Ventures Group AB("RightBridge" or the "Company") resolved on a directed issue of units (the "Directed Issue") containing shares and warrantsof series TO1 and to issue additional warrants of series TO1 in connection with the raising of loans (the "Financing"). In connection with the DirectedIssue and Financing, it was resolved to issue additional warrants of series TO1to be subscribed free of charge by those who own shares in RightBridge as ofthe record date 23.03.2023 as compensation for the dilution in the DirectedIssue.
NOT FOR FORPUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEWZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS OR ANY OTHERJURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.
The record date for participating in the free rights issue is set at March 23, 2023. Thus, the last day of trading in the Company's shares including the right to unit rights March 21, 2023, and the first day of trading of the Company's shares excluding entitlement to unit rights is March 22, 2023. Those who are shareholders in RightBridge as of the record date will receive one (1) unit right for each existing share held on the record date 23 March 2023. Ten (10) unit rights are required for the subscription of a unit containing one (1) warrant of series TO1.
Timetable for the free unite issue:
· Last day of trading including unit rights: 21 March 2023
· First day of trading excluding unitrights: March 22, 2023
· Record date in Euroclear: March 23,2023
· Subscription period: March 27, 2023through April 12, 2023
· Unit rights trading: 27 March 2023until 5 April 2023
· Trading with BTU: March 27, 2023 until reg at Swedish Companies registration Office
In total, a maximum of 15,594,340 warrants of series TO 1 are issued to the shareholders ofRightBridge. The investors who participated in the Directed Issue will not receive shares from the Directed Issue before the record date in thefree unit issue and will thus not be entitled to the warrants issued to compensate the existing shareholders.
Terms and information about warrants
A maximum of27,940,028 warrants of series TO1 may be issued, of which 6,172,844 to the subscribers of the Directed Issue, 6,172,844 in connection with the Financing and 15,594,340to existing shareholders in the Company. Each warrant of series TO1 entitles the holder to subscribe for one (1) new share in the Company against cashpayment corresponding to SEK 0.50.
- Subscription period for subscribing free units containing warrants of seriesTO1 is between March 27, 2023 and April 12, 2023.
- The subscription period for the subscription of shares with the support of warrants of series TO1 will be from, and including, November 1, 2023 to, and including, November 15, 2023.
Upon full exercise of the warrants of series TO1, the Company may receive up to approximately SEK 13.97 million before issuing costs.
RightBridge intends to apply for listing of the warrants of series TO1 on the Nasdaq FirthNorth Market as soon as possible after the issues have been registered with the Swedish Companies Registration Office and Euroclear, and the allotment to existing shareholders has taken place.
Hagberg & Aneborn Fondkommission is the issuing agent and Eversheds SutherlandAdvokatbyrå AB is the legal advisor.
Full terms and conditions for the warrants of seriesTO1 are available on the Company's website www.rightbridge.se