Sinch Completes a Directed New Share Issue of 7,232,077 Shares, Raising Approximately SEK 9.4 Billion

By AIT Staff Writer On May 25, 2021

Sinch AB has, in accordance with the Company’s press release earlier and based on the authorization granted by the annual general meeting on 18 May 2021, resolved on a directed issue of 7,232,077 new shares at a subscription price of SEK 1,300 per share. Through the directed new share issue, the Company will raise approximately SEK 9.4 billion before issue costs. The subscription price has been determined through an accelerated bookbuilding process performed by Carnegie, Danske Bank, Handelsbanken Capital Markets, JP Morgan and SEB . The directed new share issue was significantly oversubscribed and a large number of Swedish and international institutional investors participated in the directed new share issue. In addition, Temasek and SB Northstar LP, a fund managed by SB Management, a wholly owned direct subsidiary of SoftBank Group Corp, have, in accordance with their previous commitments, subscribed for shares equivalent to SEK 2,085 million and 0.7 million shares, respectively, in the directed new share issue.

The board of directors of the Company has, based on the authorization granted by the annual general meeting on 18 May 2021, and in accordance with the Company’s press release earlier today, resolved on a directed issue of 7,232,077 new shares. The subscription price in the directed new share issue was set at SEK 1,300 per share, and was determined through an accelerated book building process led by the Joint Bookrunners.

The directed new share issue generated a large interest and was directed to selected Swedish and international investors of institutional character. Temasek and SB Management have, in accordance with their previous commitments, subscribed for shares equivalent to SEK 2,085 million and 0.7 million shares, respectively, in the directed new share issue. Through the directed new share issue, the Company will raise approximately SEK 9.4 billion before issue costs.

The Company intends to use the proceeds from the directed new share issue to further strengthen the Company’s financial position after the announced acquisition of Inteliquent, and to increase the Company’s flexibility for new acquisitions. Sinch has an active M&A-agenda and a track record of successful acquisitions, making the Company well placed to drive continued consolidation of the Messaging and CPaaS market. Furthermore, the increased financial flexibility that the directed new share issue entails further strengthens the Company’s position as a relevant and competitive buyer.

The Company’s board of directors’ assessment, based on the accelerated book building process executed by the Joint Bookrunners, is that the directed new share issue was carried out on market terms. The reason for deviating from the shareholders’ preferential rights in the directed new share issue was to, in a timely and cost efficient manner, enable the raising of capital to finance further value creating acquisitions.

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Through the directed new share issue, the number of shares and votes in the Company will increase by 7,232,077, from 65,035,134 to 72,267,211 shares and votes. The share capital will increase by SEK 723,207.70 from SEK 6,503,513.40 to SEK 7,226,721.10. The directed new share issue entails a dilutive effect for existing shareholders of approximately 10 percent based on the total number of shares in the Company after the directed new share issue.

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In connection with the directed new share issue, the Company has entered into a lock-up undertaking, with certain exceptions, regarding future issues for a period of 90 calendar days after the settlement date. In addition, Neqst D2 AB, who currently holds approximately 16.4 percent of the shares in the Company has undertaken, with certain exceptions, not to sell any shares in the Company for a period of 90 calendar days after the settlement date.

Advisors

In conjunction with the directed new share issue, the Company has engaged Carnegie, Danske Bank, Handelsbanken Capital Markets, JP Morgan and SEB as Joint Bookrunners. Moelis & Company UK LLP has acted as financial advisor to the Company. Gernandt & Danielsson has acted as legal advisor to the Company. Baker McKenzie has acted as legal advisor to the Joint Bookrunners.