The Board in Getupdated have decided to carry out a new share issue of 59 million Skr with preferential rights for the company’s shareholders.
Funds gained from the share issue are to be used for improving the financial strength of the company and paying the additional purchase sums due in regard to already completed acquisitions.
One share gives the right to subscribe to one new one at the rate of 2.10 Skr.
The new share issue is guaranteed in its entirety through subscription pledges and guarantees.
The subscription period runs from the 16th of March until the 30th of March, 2009.
Getupdated has also entered into an agreement with the founders of Just Search Ltd, which was acquired in 2007, that a part of the agreed additional purchase shall be paid in shares through an offset share issue of approximately 18 million Skr.
The Board of Getupdated Internet Marketing AB (”Getupdated” or ”the Company”) states that the liquidity of the group is in need of bolstering due to events in the past. The Company needs funds to strengthen its financial position and pay previously agreed additional purchase sums. The Board and management have carried out an analysis of the group’s future capital needs. The size of the new share issue of 59 million Skr decided upon has also taken the present climate on the credit markets into consideration.
The CEO of Getupdated since 1st of December, 2008, Dan Sehlberg, comments on the decision:
”The Company holds a leading position on a very attractive and expanding market. We are working on consolidating the business, decreasing operative costs, improving cash flow, focusing our offers and establishing a clear strategy to optimise the Company’s opportunities for profit and long term growth. The Board’s plan negates any financial uncertainties so that we can robustly concentrate on the group’s development, in both the long and the short term.”
Conditions for the preferential share issue
The board of Getupdated has decided, with the support of the mandate given at the meeting on the 12th of November 2008, to carry out a new share issue with preferential rights for the shareholders in the Company of at most 28 009 217 shares at a subscription rate of 2.10 Skr per share. One (1) currently held share gives the right to subscribe for one (1) new share. On full subscription of the new share issue the Company will have received approximately 59 million Skr before issue costs. The subscription period runs from the 16th of March up until the 30th of March 2009.
On full subscription in the guaranteed preferential share issue the number of shares held will increase from 28 009 217 shares to 56 018 434 shares and the Company’s share capital will increase from 15 869 602,77 Skr to 31 739 205,54 Skr. The effect from the dilution of shares for shareholders who do not choose to subscribe in the new share issue will be 50 percent.
The new share issue is secured against subscription pledges from major shareholders and through share issue guarantees.
Conditions for the approaching offset share issue
Getupdated has liabilities of approximately 38 million Skr to the sellers of the wholly-owned subsidiary Just Search, which was acquired in 2007. These liabilities mainly consist of an additional purchase sum set at approximately 30 million Skr, and an already due liability of 8 million Skr. The sellers are Paul Yates (CEO in Just Search and member of the Board in Getupdated), Justin Yates and a number of employees in Just Search. Getupdated and the sellers of Just Search have agreed that the liability shall be settled in 20 million Skr in cash and the remainder through an offset new share issue in Getupdated. Getupdated’s board intends to resolve to propose an extraordinary general meeting to make a decision in regard to the offset share issue to the sellers of Just Search, for approximately 18 million Skr.
The notification and invitation to the extraordinary board meeting concerning the offset share issue will be made public shortly.
Getupdated’s CEO, Dan Sehlberg, comments:
”It is extremely positive news for the continued development of the group that the founders of Just Search become considerable owners in Getupdated. One should keep in mind that the reason for the relatively high additional purchase sum for Just Search is that development in the subsidiary has been very positive. Just Search holds a leading position on the British market which we will now build further on.”
Indicative schedule for the preferential share issue
| Prospectus made public |
Around 9 March, 2009 |
| Final day for trading of the share with the right to take part in the share issue |
10 March, 2009 |
| First day for trading excluding subscription rights |
11 March, 2009 |
| Day of reckoning for new share issue |
13 March, 2009 |
| Subscription period |
16-30 March, 2009 |
| Trade in subscription rights |
16-25 March, 2009 |
| Trade in paid subscribed shares (”BTA”) |
16 March, 2009 until the share issue has been registered at Bolagsverket (Swedish companies office) |
| Publication of outcome of share issue |
Around 3 April, 2009 |
Publication of the end of year report for 2008 will be the 17th of February, 2009.
Advisors
Lage Jonason AB and Erik Penser Bankaktiebolag are financial advisors for Getupdated in connection with the preferential share issue.
Stockholm, 2 February 2009
The Board in Getupdated Internet Marketing AB (publ)
For further information please contact:
Dan Sehlberg
CEO, Getupdated
Tel: 0046 70 899 26 44, e-mail:
dan.sehlberg@getupdated.com Håkan Juserius
CFO and vice-CEO
Tel: 0046 70 669 48 88, e-mail:
hakan.juserius@getupdated.com This information is such that Getupdated Internet Marketing AB (publ) is liable to make public in accordance with the law on the securities market and/or the law on trade using financial instruments. This information was made public on the 2nd of February 2009 at 8.30 am Swedish time.