The board of directors of Ranplan Group AB (publ) proposes a Set-Off Issue whereby debt be reduced by SEK 20.0 million.
The board of directors of Ranplan Group AB, reg. no. 559152-5315, (the “Company”) intends to resolve on a Set-Off Issue whereby loans in the amount of SEK 20,000,000 be converted into 16,680,000 new shares. The conversion price at SEK 1.20 has been determined by the 60-Day volume-weighted average share price in the market between 11 September and 10 November 2023 after applying a premium of two-points-three percent (2.3%).
Execution of the Set-Off Issue is conditional upon the board of directors of the Company being authorised by shareholders to carry it out. The Company will therefore convene an extraordinary general meeting to be held on Friday 8 December 2023 (the "EGM"), see separate press release to soon follow.
As this transaction involves a related party (the CEO, see further below), a valid resolution at the EGM requires that the proposal be supported by at least nine-tenths (9/10) of the votes cast and shares represented at the EGM.
The reason for the deviation from the shareholders’ preferential rights is to strengthen the balance sheet in a time and cost-efficient manner in order to enable continued expansion and investments at a critical junction of the company’s development. The board of directors’ assessment is that the subscription price of the Set-Off Issue conforms to current market conditions and that this proposal will be less dilutive to existing shareholders (who may not have the means or the desire to inject more cash into the company) than the most natural alternative - a rights issue - which would likely result in substantial transaction costs to the detriment of all existing shareholders.
If the resolution is passed and the proposed transaction is completed, then the number of outstanding shares and the share capital in Ranplan Group AB will increase by 54.80% from 30,438,242 to 47,118,242, and SEK 1,217,529.68 to SEK 1,884,729.66, respectively.
Any surplus capital (above the quota value) shall be added to the free premium fund of unrestricted equity (known as ‘fritt eget kapital’ in Swedish).
Per Lindberg, the CEO and sole creditor to the company, has not participated in the decision by the board of directors in arriving at making this proposal.
Should the proposed transaction be carried out, then (i) the unutilised part of the credit line (up to SEK 50 million) will expand by the resultant debt reduction, (ii) the maturity of the credit line will be extended from 17 July 2024 to 28 February 2025 (on the same terms and conditions, that is at an interest rate of 1.0% per month), and (iii) the take-over rules of NASDAQ First North will be respected (in the event that the 30% voting threshold be surpassed).
The board of directors.
This disclosure contains information that Ranplan Group AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 13-11-2023 08:50 CET.