NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH KOREA, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The subscription period in SMART VALOR AG’s (“SMART VALOR” or the "Company”) issue of Swedish depositary receipts (“SDR”) in connection with the listing on Nasdaq First North Growth Market (the "Offering”) ended on February 3, 2022. There has been a large interest for the Offering and the Offering to institutional investors and the general public in Sweden has been oversubscribed. Through the Offering and the directed cash issue, the Company is provided with approximately SEK 93.3 million in cash proceeds before issue cost and after set-off of convertible loan. Provided that all Nasdaq’s requirements are met, the Company’s SDRs will start trading on February 10, 2022.
Oliver Feldmeier, CEO, comments:
"We are humbled by the significant interest and investor demand we received for our oversubscribed offering. We are excited to lead the way as the first European digital asset exchange and investment platform listed on Nasdaq First North. This is a big achievement not only for SMART VALOR, but also for the entire blockchain industry in terms of its maturity and evolution to better governance, transparency and compliance."
Subscription
The Offering was oversubscribed, which means that 378,000 SDRs are issued and the Company is thus provided with approximately SEK 19.7 million in cash proceeds before issue costs and set-off of convertible loans of approximately SEK 2 million.
Allocation
As a result of the significant interest shown for the Offering, not all subscribers have been allocated SDRs. Allotment of SDRs in the Offering has been decided in accordance with the principles set out in the company description prepared by the Company. Notification of allotment will be received via settlement notes, which are expected to be delivered on or around February 8, 2022. Subscribers who are not allotted any SDRs will not be notified.
Private placements
The board of directors has also resolved on two private placements of approximately SEK 110.6 million (the "Private Placements"). The Private Placements consist of one approximately SEK 37.0 million directed set-off issue and one approximately SEK 73.6 million directed cash issue.
SDRs and the share capital
The Offering will entail an increase in the number of SDRs in the Company by 378,000 SDRs, from 12,890,801 SDRs to 13,268,801 SDRs. The share capital in the Company will increase with CHF 3,780 from CHF 128,908.01 to CHF 132,688.01. The Private Placements will entail an increase in the number of SDRs in the Company by 1,923,380 SDRs, from 12,890,801 SDRs to 15,192,181 SDRs following the Offering. The share capital in the Company will increase with CHF 19,233.8 from CHF 128,908.01 to CHF 151,922.81 following the Offering.
Greenshoe Option
The over-allotment option has not been exercised and no stabilizing measures will be executed.
Preliminary timetable
- Settlement date: February 8, 2022
- First day of trading: February 10, 2022.
For additional information, please contact
Olga Feldmeier, Chairman of the board and Co-founder
Email olga.feldmeier@smartvalor.com
Adrian Faulkner, General Counsel
Mobile: +44 779 695 0688
Email: adrian.faulkner@smartvalor.com
Advisers
Mangold Fondkommission AB is financial adviser and Eversheds Sutherland Advokatbyrå AB is legal adviser to SMART VALOR in connection with the listing on Nasdaq First North Growth Market as well as the Offering.
Certified Adviser
Mangold Fondkommission AB is acting as the Company’s Certified Adviser and can be reached on phone number +46 8 5030 1550 and ca@mangold.se.
PR Contact
Jonas Burvall
Mobile: +46 79 340 22 08
Email: jonas.burvall@kreab.com
This disclosure contains information that SMART VALOR AG is obliged to make public pursuant to the EU Market Abuse Regulation (EU No 596/2014). The information was submitted for publication, through the agency of the contact person set out above, on 8 February 2022, 12.05 CET.
About SMART VALOR
SMART VALOR is a Swiss company which acts as trusted gateway to blockchain technology for investors and institutions. It operates a publicly accessible digital asset exchange, custody and asset management and offers its technology as Crypto-as-a-Service to financial institutions. SMART VALOR was one of the first crypto companies to receive a financial intermediary status in Switzerland in 2018. In 2020, Financial Market Authority of Liechtenstein gave SMART VALOR exchange and custodian authorization under the new blockchain act, one the most advanced regulatory frameworks in Europe.
Important information
This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire shares, SDRs or other securities in the Company.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company’s operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the company description that include a more detailed description of factors that may affect the Company’s operations and the market in which the Company operates.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.