Press release 2017-10-10: The offer to subscribe for shares in Talkpool was over-subscribed

Download Prospect
Download Anmälningssedel för teckning av aktier i TalkPool AG
Download Application form for subscription of shares in TalkPool AG

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.

The New Share Issue in summary and preliminary timetable

• The subscription price in the New Share Issue is SEK 22 per registered share.
• Upon full subscription of the New Share Issue, the proceeds will amount to approximately SEK 32.9 million before issue costs.
• The Board of Directors will give priority to investors registered as shareholders of Talkpool in the share register held by SIX SIS and Euroclear as of 22 September 2017, to subscribe for new shares in proportion to their existing shareholding.
• Subscription period for the New Share Issue is 25 September 2017– 9 October 2017.
• The New Share Issue is guaranteed to 81 percent through subscription undertakings and guarantees. The guaranteed amount has been lent to Talkpool
• The New Share Issue requires the approval of an Extraordinary General Meeting which will be held on Tuesday, 19 September 2017
• Each new registered share has the same rights as existing registered shares in the Company

Preliminary timetable

• Tuesday 19 September 2017 – Extraordinary General Meeting
• Wednesday 20 September 2017 – Estimated date for publication of prospectus
• Friday 22 September 2017 – Date to become prioritized as existing shareholder in connection with allotment of new registered shares
• Monday 25 September 2017 – Subscription period begins
• Monday 9 October 2017 – The subscription period ends
• Wednesday 11 October 2017 – Publication of results of the New Share Issue
• Friday 3 November 2017- Estimated 1st trading day of new shares

Conditions for 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.

Guarantees

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.