Sileon announces outcome in completed rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO SECTION “IMPORTANT INFORMATION” BELOW.

Sileon AB (publ), (“Sileon” or the “Company”), has concluded its new share issue with preferential rights for shareholders as announced on 17 May 2024 (the “Rights Issue”). The Rights Issue was secured at 90.8 percent, with subscription commitments accounting for approximately 29.6 percent and a top guarantee covering approximately 61.2 percent. The Rights Issue was subscribed at 61.2 percent, with approximately 60.2 percent subscribed with the support of subscription rights and approximately 1.0 percent without. Finally, 44,197,477 shares, corresponding to approximately 38.8 percent of the Rights Issue, will be subscribed by Rieber & Søn AS through their top guarantee commitment. Investors who have been allocated shares without the support of subscription rights will soon be notified through a settlement note or via their custodian.

The subscription price in the Rights Issue was SEK 0.50 per share. Through this issue, Sileon will receive approximately SEK 57 million before issue costs, to finance the repayment of the Company's convertible loan and continued commercialization activities.

Shares and share capital

Through the Rights Issue, Sileon's share capital will increase by SEK 28,513,352.25, through the issuance of 114,053,409 shares, amounting thereafter to SEK 41,185,953.75 divided into 164,743,815 shares.

Trading with BTA (Paid Subscribed Shares)

Paid subscribed shares (BTA) are traded on the Nasdaq First North Growth Market under the ticker name SILEON BTA until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to occur in week 30, 2024.

Allocation

Notifications of allocation of shares subscribed without the support of subscription rights will shortly be sent to those allocated shares via a settlement note. Nominee registered shareholders will receive notification of allocation in accordance with their respective nominee's routines. The allocation of shares subscribed without the support of subscription rights was conducted according to the principles outlined in the prospectus published on 1 July  2024.

Reduction of share capital

At the extraordinary general meeting on 19 June 2024, it was resolved to reduce the share capital without the cancellation of shares in order to adjust the quota value of the Company's shares to SEK 0.01, based on the share capital and the number of shares after the Rights Issue. Consequently, the total reduction of share capital was dependent on the outcome of the Rights Issue. In light of the fact that the Rights Issue has been fully subscribed, the board of directors has determined the share capital reduction to SEK 39,538,515.60, which means that the Company's share capital after the registration of the Rights Issue and reduction of the share capital with the Swedish Companies Registration Office will amount to SEK 1,647,438.

Advisors

Hagberg & Aneborn Fondkommission AB acts as financial advisor to Sileon and Schjødt acts as legal advisor to Sileon in connection with the Rights Issue.

For more information, please contact:

Kent Hansson, CEO, Sileon AB
Email: kent.hansson@sileon.com

The information was submitted for publication through the agency of the contact person above on 2024-07-18 19:00 CEST.

About Sileon
Sileon AB (publ) is a global fintech company that offers an innovative card-based Buy Now Pay Later (BNPL) SaaS functionality to banks, card issuers and fintechs. With Sileon's BNPL product, customers can add BNPL to their existing credit or debit card base and run their B2B or B2C BNPL business in-house. Sileon operates in a fast-growing international market with an estimated transaction volume of $680 billion globally by 2025. Sileon is listed on the Nasdaq First North Growth Market and has approximately 50 employees at its headquarters in Stockholm, Sweden. The Company's Certified Adviser is Carnegie Investment Bank.

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 or other securities of the Company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, 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 exercised, offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the requirements of the Securities Act and in compliance with any applicable securities legislation in any state or other jurisdiction of the United States. The Company do not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

FORWARD-LOOKING STATEMENTS

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”, “deems”, “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 prospectus 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.