Press release published at The Swedish Wire
Background and reasons
Aspiro is a supplier of streaming services for music and tv to partners using their own brands for the services, as well as through the Company's own music streaming service, WiMP. Aspiro has more than ten years' experience within the provision of mobile services to consumers in northern Europe. The Company's music services ("Music") develop and offer digital music solutions that allow the users to listen to music directly through their internet connections or download tracks and albums to their computers or mobile phones. Aspiro's tv services ("TV") include development and operation of complete tv and video solutions through mobile or web-based units compatible with different types of screens. The Company's business also includes a directory enquiries service through sms ("Mobile Search").
2011 was characterized by focusing the business and strong growth, which contributed to Aspiro's development as one of the leading streaming companies. Management sees a bright future and intends to maintain the strong growth of the Company. The growth is primarily attributed to Music, where sales during 2011 grew by 147 percent compared to 2010. During 2011, the Company entered into an agreement with Norwegian Canal Digital, resulting in WiMP came to be included in tv subscriptions from Canal Digital and available to 700,000 customers. Aspiro has launched WiMP in the German market and prepares to launch in the Dutch market.
It is the management's and the Board of Director's view that Aspiro's present financial assets are not sufficient to realize the Company's growth potential. As a result of this, the Board of Directors has resolved on the Rights Issue, which will bring approximately SEK 100 million to the Company.
It is the Board of Directors' opinion that Aspiro with its present strategy and ongoing activities in combination with a capital raising will benefit the Company's owners and create conditions for the profitability potential that the Company possesses.
The Rights Issue
The Board of Directors of Aspiro has during the afternoon on 28 June 2012 resolved, subject to the approval by the General Meeting, on a new share issue of approximately SEK 100 million with preferential right for the Company's existing shareholders in proportion to their share holdings as of the record date, 16 August 2012.
If not all shares are subscribed for through the exercise of subscription rights, the Board of Directors shall, within the limit of the highest amount of the Rights Issue, decide on allotment of shares without the exercise of subscription rights, whereby such shares shall firstly be allotted those who have subscribed for shares exercising subscription rights, regardless whether they were shareholders on the record date, pro rata in relation to the number of subscription rights that each one has exercised for subscription, and secondly be allotted to others who have applied for subscription of shares without subscription rights, pro rata in relation to the number of shares they have applied for. To the extent that the allotment cannot be made pro rata according to the above, it will be made by the drawing of lots.
The subscription period runs from and including 20 August 2012 up to and including 3 September 2012, or such later date decided by the Board of Directors. The Company will no later than on 10 August 2012 announce the increase of the share capital, the number of subscription rights received per share and the number of subscription rights required for subscription for one new share, the number of shares to be issued and the subscription price.
Subscription of shares by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of shares without the exercise of subscription rights shall be made on a separate subscription list and subscribed shares shall be paid in cash no later than three (3) banking days after the notice of allotment has been sent to the subscriber, or such later date as the Board of Directors may decide. The new shares will entitle to dividends for the first time on the record date of the dividend that takes place closest after the Rights Issue has been registered by the Swedish Companies Registration Office (Bolagsverket).
The Rights Issue is subject to approval by the Extraordinary General Meeting that will be held on 13 August 2012 (the EGM notice will be announced separately).
Streaming Media AS, the Company's largest shareholder with 74 percent of the shares, has undertaken to subscribe for its pro rata-share of the Rights Issue.
Preliminary time table
10 August 2012 The complete terms of the Rights Issue decided on by the Board of Directors are announced through a press release
13 August 2012 Extraordinary General Meeting
14 August 2012 First day of trading in the share without the right to participate in the Rights Issue
15 August 2012 Estimated date for publication of the prospectus
16 August 2012 Record date, i. e. registered shareholders will obtain subscription rights that gives the right to participate in the Rights Issue
20 August-29 August 2012 Trading in subscription rights
20 August-3 September 2012 Subscription period
Around 6 September 2012 The outcome of the Rights Issue is announced
End of September 2012 The Rights Issue is completed
Pareto Öhman AB is financial advisor and Mannheimer Swartling AB is legal advisor to Aspiro in connection with the Rights Issue.
For further information, please contact:
Gunnar Sellæg, CEO, +47 90 18 15 28
This press release contains information that Aspiro is required to announce pursuant to the Swedish Securities Market Act (2007:528). The information was submitted for publication 8.00 AM, 29 June 2012.
Aspiro has a unique position as the world's only provider of complete TV and music streaming services for partners that want to put their own brands on the service. Aspiro also provides the music streaming service WiMP directly to consumers on selected markets. Aspiro has more than ten years' experience within the provision of mobile services to consumers in northern Europe. Services are delivered to partners worldwide like Deutsche Telekom, Telenor, 3 and Canal Digital. Aspiro is listed on Nasdaq OMX Nordic Exchange Stockholm.
This press release is not an offer or solicitation to acquire shares in Aspiro. A prospectus relating to the Rights Issue referred to in this press release will be filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available on inter alia Aspiro's website.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Aspiro does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, Singapore, South Africa, Switzerland, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This information was distributed by Cision