CLX's rights issue fully subscribed
The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa, Switzerland, the United States or any other jurisdiction where the distribution of this press release may be unlawful.
Stockholm, July 1, 2016 - The result of CLX Communication AB's (publ) ("CLX" or the "Company") rights issue, for which the subscription period ended on June 27, 2016, indicates that 16,197,376 shares, corresponding to approximately 99.9 percent of the offered shares, were subscribed for by exercise of subscription rights. Additionally, applications for subscription without subscription rights of 1,190,789 shares, corresponding to approximately 7.3 percent of the offered shares, have been received. Accordingly, the rights issue is fully subscribed. Through the rights issue, CLX will receive proceeds amounting to approximately SEK 624 million before issue costs.
The rights issue is carried out to finance part of the acquisition of all shares in Mblox Incorporated ("Mblox"), which was announced on May 13, 2016. The remainder of the purchase price will be financed through interest-bearing credit facilities of approximately SEK 400 million. The change of possession of Mblox is estimated to around July 11, 2016.
Those who were registered by Euroclear Sweden AB as shareholders in CLX on the record date June 9, 2016, had preferential rights to subscribe for new shares in the rights issue. For each share held in CLX one subscription right was received and two subscription rights entitled to subscription of one new share at a subscription price of SEK 38.50. In addition, investors were offered to subscribe for shares without subscription rights.
Those who have subscribed for shares without subscription rights will be allotted shares according to the principles outlined in the prospectus. Notification regarding allocation of shares to subscribers who have been allotted shares without subscription rights are expected to be notified on July 1, 2016. Subscribed and allocated shares shall be paid in cash at the latest on the settlement day, 6 July 2016, in accordance with the instructions on the settlement note. Nominee registered shareholders will receive notification regarding allocation of shares in accordance with the respective nominee's procedures. Only those who are allotted shares will be notified.
Through the rights issue CLX's share capital will increase by SEK 1,621,621.50 from SEK 3,243,243.00 to SEK 4,864,864.50 and the total number of shares will increase by 16,216,215 shares from 32,432,430 shares to 48,648,645 shares when the rights issue is registered by the Swedish Companies Registration Office.
The new shares subscribed for with subscription rights are expected to start trading on Nasdaq Stockholm on or about July 5, 2016. New shares subscribed for without exercise of subscription rights are expected to start trading on Nasdaq Stockholm on or about July 12, 2016
Carnegie Investment Bank AB and Handelsbanken Capital Markets are Joint Lead Managers in the rights issue. Gernandt & Danielsson Advokatbyrå KB is legal advisors to CLX.
The above information has been made public in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was released for public distribution on July 1, 2016 at 08:00 CET.
About CLX Communications
CLX was founded in 2008 with a mission to simplify communications globally. CLX has since then developed into a leading provider of cloud-based communications services and solutions to enterprises and mobile operators, with particular strength in the enterprise messaging market. Mobile communications services from CLX make it possible for enterprises to communicate globally with people and connected devices (Internet of Things, IoT) swiftly, securely and cost-effectively. CLX's solutions enable business-critical communication worldwide via mobile messaging services, voice services and mobile data connectivity services for IoT. CLX has over 600 enterprise customers globally, including a large number of global blue-chip enterprises, and over 70 Communications Service Provider customers (of which approximately 60 are mobile operators) that have installed and use CLX's internally developed software-based communications platform in their businesses.
CLX has demonstrated strong financial performance since its inception in 2008 and has increased its revenues from SEK 416 million in the twelve months ended June 30, 2013 to SEK 844 million in the twelve months ended June 30, 2015, corresponding to a compound annual growth rate of 42 per cent. For the twelve months ended June 30, 2015, CLX reported EBITDA of SEK 93 million and EBIT of SEK 89 million, corresponding to an EBIT margin of approximately 10.5 per cent.
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in CLX. Invitation to the persons concerned to subscribe for shares in CLX has only been made through the prospectus that CLX published at the Company's website, following the approval and registration thereof by the Swedish Financial Supervisory Authority on June 10, 2016. Such offer to subscribe for shares has, however, now expired. This press release has not been approved by any regulatory authority and is not a prospectus.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in Australia, Hong Kong, Japan, Canada, Singapore, South Africa, Switzerland or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. In the United States (including its territories and possessions, any state of the United States and the District of Columbia) any offering of subscription rights and paid subscribed shares made by the Company was only made to a limited number of existing shareholders who are reasonably believed to be qualified institutional buyers (as defined in Rule 144a under the US Securities Act of 1933, as amended (the "Securities Act") pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and who have executed and returned an investor letter to the Company. This press release may not be announced, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, Singapore, South Africa, Switzerland or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions.
No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect CLX's current view on future events and financial and operational development. Words such as "intend", "will", "expect", "anticipate", "may", "plan", "estimate" and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.