Press release 2017-10-10: The offer to subscribe for shares in Talkpool was over-subscribed
Talkpool’s Board of Directors has, subject to approval by the Extraordinary General Meeting of 19 September 2017, resolved to carry out a directed new share issue of approximately SEK 32.9 million before issue costs (“New Share Issue”). The New Share Issue is guaranteed to 81 percent. The proceeds will be used to part-finance the acquisition of LCC Pakistan (Pvt).
The subscription period takes place between 25 September and 9 October 2017. Assuming a fully subscribed New Share Issue, TalkPool will receive approximately SEK 32.9 million before issue costs. In addition, an issue allowance up to approximately SEK 5.0 million, a so-called over-allotment, can be decided. The entire amount of the issue, including the over-allotment, is guaranteed through subscriptions from existing shareholders and a guarantee consortium consisting of major investors. The majority of subscription commitments and guarantees are secured through pre-payments of SEK 21.9 million and SEK 13.0 million, respectively. The Company has not requested or received bank or other collateral for the remaining guaranteed amount. Shareholders in TalkPool, the public in Sweden and institutional investors in Sweden can subscribe for shares in the New Share Issue.
Talkpool’s share capital amounts to 149,611.10 CHF before the New Share Issue, and the number of existing registered shares amount to 2,992,222. The nominal value of each registered share is 0.05 CHF. The new share issue refers to a maximum of 1,496,111 new registered shares. In addition, the board of directors will have a so-called over-allotment option to issue additional 227,273 registered shares upon transfer of the New Share Issue, which may increase the issue amount by up to SEK 5.0 million.
In total, Talkpool can thus issue up to 1,723,384 registered shares, given that the New Share Issue is fully subscribed and the over-allotment option is fully utilized. This would mean that the share capital of the Company increases by a maximum of 86,169.1864 CHF to a maximum of 235,780.30 CHF and the total number of registered shares increases to a maximum of 4,715,606.
The subscription price per registered share is 22 kr.
The New Share Issue is guaranteed to 81 percent through subscription undertakings of approximately SEK 23.4 million and guarantees amounting to SEK 9.0 million. The guarantee is valid up to SEK 26.6 million. The guarantee fee is 10.0 percent of the guaranteed amount and thus amounts to SEK 0.9 million. The guarantee fee will be paid in cash. In order to enable early payment of the purchase price of LCC Pakistan (Pvt), SEK 21.8 million of the subscription undertakings together with the entire guaranteed amount plus SEK 4.0 million has been lent to the Company. The loan from the guarantors has an interest rate equivalent to 2 percent per month. No interest is paid in respect of pre-paid subscription undertakings. Loans based on subscription undertakings will be set-off in the New Share Issue. Loans raised from guarantors will, if necessary, be set-off in the New Share Issue up to the guaranteed amount. The remaining guarantor loan will be repaid on 31 October 2017. However, each guarantor has the option to choose that up to 100 per cent of the remaining loan shall mature on 30 June 2018. Further information regarding the parties that have entered into subscriptions and guarantee commitments will be found in the prospectus that is expected to be published on 20 September 2017 in accordance with the above preliminary timetable of the New Share Issue.