Stockholm, 2015-10-22 20:46 CEST (GLOBE NEWSWIRE) --
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR WITHIN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD NOT COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Summary
-- The Board of Directors of Vostok Emerging Finance Ltd ("Vostok Emerging Finance" or the "Company") has resolved to propose a new share issue of up to a maximum of approximately SEK 588 million, with preferential right for the Company's existing holders of Swedish Depository Receipts ("SDRs") (the "Rights Issue") -- The Rights Issue is proposed to be resolved by a Special General Meeting to be held on 9 November 2015 -- At the Special General Meeting, Board members Josh Blachman and Keith Richman are proposed to be replaced by Milena Ivanova and David Nangle -- New capital raised will be deployed in current investments that have need for further growth capital as well as into a pipeline of new investment opportunities -- SDR holders holding a total of approximately 60 percent of the outstanding SDRs have expressed their support and indicated their interest in participating in the Rights Issue. In addition, members of the Board and management of the Company have committed to subscribe for a total of 3,583,824 new SDRs, corresponding to circa 0.6 percent of the new SDRs offered in the Rights Issue, through the exercise of subscription rights -- Due to the Rights Issue, the Company will bring forward the release of the Q3 report to 6 November 2015
Background and reasons
Vostok Emerging Finance came into existence as a separate entity on 16 July 2015 when the SDRs in Vostok Emerging Finance were distributed to the holders of Swedish Depository Receipts in Vostok New Ventures (formerly Vostok Nafta Investment Ltd). Vostok New Ventures has a strong reputation and a long history in the private investing space, having made investments in emerging and frontier markets since 2007, and its precursor Vostok Gas Ltd since the early 1990's. Before the distribution, Vostok New Ventures' portfolio of investments had two identifiable investment themes within emerging and frontier markets. The first theme was investments in online market places and businesses with network effects, and the second theme was investments in modern financial services companies. While the majority of Vostok New Ventures' investments fell under the first category, one investment, TCS Group, fell under the second category. The holding in TCS Group was thus placed into Vostok Emerging Finance and became the Company's first and anchor investment.
The opportunity for Vostok Emerging Finance is evident. At a global level, the financial services sector is currently one of the fastest evolving sectors. Start-up and early stage FinTech companies are predominantly driving this evolution through disruptive innovation and new technology. In addition to this sector theme, the structural growth theme embedded in emerging and frontier markets remain intact irrespective of short-term cyclical headwinds. Financial market penetration, coupled with mobile, internet and technology market penetration are all still on the rise from low levels in many developing geographies, all coupled with a growing economic and wealth level catch up story. Indeed, for Vostok Emerging Finance, part of the attractiveness of emerging and frontier markets in this regard is the lack of traditional financial infrastructure that could constrain financial sector evolution and new companies in this field to flourish.
Since the spin-off from Vostok New Ventures, Vostok Emerging Finance has made two additional investments, in the sister companies REVO and Sorsdata and in JUMO. To continue the build-up of portfolio of companies, Vostok Emerging Finance now intends to raise up to approximately SEK 588 million through the Rights Issue. New capital raised will look to be deployed in both current investments that have need for further growth capital as well as into a pipeline of investment opportunities that the Company is currently working on and is within the investment mandate of Vostok Emerging Finance. The Company sees a lot of opportunities coming through in segments including consumer lending, marketplace lending, payments, mobile money and digital banking. On a geographic basis, the Company is most excited by countries with strong demographics such as Russia, Romania and Poland in East Europe and Vietnam, Pakistan and Indonesia in Asia, as well as Egypt and Africa as a whole.
Vostok Emerging Finance's Managing Director David Nangle comments:
"Our journey at Vostok Emerging Finance began this summer with a split from parent group Vostok New Ventures and this capital raising will help us drive our business to the next level.
We have already begun to deliver on our strategy with our maiden investments into sister companies REVO and Sorsdata in Russia and into JUMO in Africa, while our confidence in our anchor investment TCS Group continues to grow in line with its share price.
We are building a strong pipeline of investment opportunities in the emerging world FinTech space and are more excited than ever by the potential for value creation at Vostok Emerging Finance for our shareholders. The aim of this offering is that the proceeds shall leave us in a strong position to take advantage of these opportunities."
The Rights Issue
The Board of Directors of Vostok Emerging Finance has on 22 October 2015 resolved to propose to the Special General Meeting, to resolve on a new share issue of up to a maximum of approximately SEK 588 million with preferential right for the Company's existing SDR holders in proportion to their SDR holdings as of the record date, 17 November 2015.
For every SDR held on the record date the holder will receive one (1) subscription right. One (1) subscription right entitles the holder to subscribe for eight (8) new SDRs. The subscription price is set at SEK 1.00 corresponding to approximately USD 0.12 per new SDR, which means that the Rights Issue will raise a maximum of approximately SEK 588 million corresponding to approximately USD 71 million, before the costs for the Rights Issue, through the issuance of no more than 587,996,440 SDRs with 587,996,440 new underlying shares, resulting in an increase of the share capital of not more than USD 5,879,964.40. After the Rights issue the number of SDRs and underlying shares in Vostok Emerging Finance will amount to a maximum of 661,495,995.
The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the Rights Issue is 17 November 2015. This means that the SDRs will trade excluding preferential right to participate in the Rights Issue from and including 16 November 2015. The subscription period runs from and including 19 November up to and including 3 December 2015, or such later date as decided by the Board of Directors.
In the event that not all SDRs are subscribed for by way of subscription rights the Board of Directors shall resolve on allotment of SDRs subscribed for without subscription rights, whereby SDRs primarily shall be allotted to those who also subscribed for SDRs by way of subscription rights, regardless of whether the subscriber was an SDR holder on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights which were used for subscription of SDRs and, in the event that is not possible by way of drawing lots. Secondarily, SDRs shall be allotted to others who subscribed for SDRs without subscription rights and, in the event those cannot receive full allotment, in relation to the number of SDRs each and every one has subscribed for and, in the event that is not possible, by way of drawing lots.
Subscription of SDRs by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of SDRs without the exercise of subscription rights shall be made on a separate subscription list and subscribed SDRs 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 SDRs shall entitle to dividends for the first time on the record date for dividends that occurs immediately following the registration of the issue of the new shares.
Special General Meeting
The Rights Issue is proposed to be resolved by a Special General Meeting that will be held on 9 November 2015.
At the Special General Meeting, Board members Josh Blachman and Keith Richman are proposed to be replaced by Milena Ivanova and David Nangle.
For the complete notice to the Special General Meeting, please see a separate press release.
Subscription commitments and indications
SDR holders holding a total of approximately 60 percent of the outstanding SDRs have expressed their support and indicated their interest in participating in the Rights Issue. In addition, members of the Board and management of the Company have committed to subscribe for a total of 3,583,824 new SDRs, corresponding to circa 0.6% of the new SDRs offered in the Rights Issue, through the exercise of subscription rights. These are Lars O. Grönstedt (Chairman of the Board), Per Brilioth (Board member), David Nangle (Managing Director), Nadja Borisova (CFO) and Anders F. Börjesson (General Counsel).
Preliminary time table
6 November 2015 Q3 report is published
9 November 2015 Special General Meeting
16 November 2015 First day of trading in the SDR without the right to participate in the Rights Issue
16 November 2015 Estimated date for publication of the prospectus
17 November 2015 Record date, i. e. registered SDR holders will receive subscription rights carrying the right to participate in the Rights Issue
19 November - 1 December 2015 Trading in subscription rights
19 November - 3 December 2015 Subscription period
Around 8 December 2015 The outcome of the Rights Issue is announced
Mid-December 2015 The Rights Issue is completed and registered
Advisors
Pareto Securities AB is financial advisor to Vostok Emerging Finance and Advokatfirman Vinge KB is legal advisor to Pareto Securities AB and Vostok Emerging Finance in connection with the Rights Issue.
David Nangle, Managing Director
For further information please contact: Björn von Sivers, Investor Relations, Tel +46 (0)8 545 015 50
Vostok Emerging Finance is an investment company with the goal of investing in early stage modern financial services companies across emerging and frontier markets. VEF trades in Sweden on Nasdaq First North under the ticker VEMF SDB.
Vostok Emerging Finance's Certified Adviser on Nasdaq First North is Pareto Securities AB.
IMPORTANT INFORMATION
This press release is not an offer or solicitation to acquire shares or SDRs in Vostok Emerging Finance. 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 Vostok Emerging Finance'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. Vostok Emerging Finance 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, New Zealand, Singapore, South Africa, 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.
Attachment:
https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=534091
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR WITHIN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD NOT COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Summary
-- The Board of Directors of Vostok Emerging Finance Ltd ("Vostok Emerging Finance" or the "Company") has resolved to propose a new share issue of up to a maximum of approximately SEK 588 million, with preferential right for the Company's existing holders of Swedish Depository Receipts ("SDRs") (the "Rights Issue") -- The Rights Issue is proposed to be resolved by a Special General Meeting to be held on 9 November 2015 -- At the Special General Meeting, Board members Josh Blachman and Keith Richman are proposed to be replaced by Milena Ivanova and David Nangle -- New capital raised will be deployed in current investments that have need for further growth capital as well as into a pipeline of new investment opportunities -- SDR holders holding a total of approximately 60 percent of the outstanding SDRs have expressed their support and indicated their interest in participating in the Rights Issue. In addition, members of the Board and management of the Company have committed to subscribe for a total of 3,583,824 new SDRs, corresponding to circa 0.6 percent of the new SDRs offered in the Rights Issue, through the exercise of subscription rights -- Due to the Rights Issue, the Company will bring forward the release of the Q3 report to 6 November 2015
Background and reasons
Vostok Emerging Finance came into existence as a separate entity on 16 July 2015 when the SDRs in Vostok Emerging Finance were distributed to the holders of Swedish Depository Receipts in Vostok New Ventures (formerly Vostok Nafta Investment Ltd). Vostok New Ventures has a strong reputation and a long history in the private investing space, having made investments in emerging and frontier markets since 2007, and its precursor Vostok Gas Ltd since the early 1990's. Before the distribution, Vostok New Ventures' portfolio of investments had two identifiable investment themes within emerging and frontier markets. The first theme was investments in online market places and businesses with network effects, and the second theme was investments in modern financial services companies. While the majority of Vostok New Ventures' investments fell under the first category, one investment, TCS Group, fell under the second category. The holding in TCS Group was thus placed into Vostok Emerging Finance and became the Company's first and anchor investment.
The opportunity for Vostok Emerging Finance is evident. At a global level, the financial services sector is currently one of the fastest evolving sectors. Start-up and early stage FinTech companies are predominantly driving this evolution through disruptive innovation and new technology. In addition to this sector theme, the structural growth theme embedded in emerging and frontier markets remain intact irrespective of short-term cyclical headwinds. Financial market penetration, coupled with mobile, internet and technology market penetration are all still on the rise from low levels in many developing geographies, all coupled with a growing economic and wealth level catch up story. Indeed, for Vostok Emerging Finance, part of the attractiveness of emerging and frontier markets in this regard is the lack of traditional financial infrastructure that could constrain financial sector evolution and new companies in this field to flourish.
Since the spin-off from Vostok New Ventures, Vostok Emerging Finance has made two additional investments, in the sister companies REVO and Sorsdata and in JUMO. To continue the build-up of portfolio of companies, Vostok Emerging Finance now intends to raise up to approximately SEK 588 million through the Rights Issue. New capital raised will look to be deployed in both current investments that have need for further growth capital as well as into a pipeline of investment opportunities that the Company is currently working on and is within the investment mandate of Vostok Emerging Finance. The Company sees a lot of opportunities coming through in segments including consumer lending, marketplace lending, payments, mobile money and digital banking. On a geographic basis, the Company is most excited by countries with strong demographics such as Russia, Romania and Poland in East Europe and Vietnam, Pakistan and Indonesia in Asia, as well as Egypt and Africa as a whole.
Vostok Emerging Finance's Managing Director David Nangle comments:
"Our journey at Vostok Emerging Finance began this summer with a split from parent group Vostok New Ventures and this capital raising will help us drive our business to the next level.
We have already begun to deliver on our strategy with our maiden investments into sister companies REVO and Sorsdata in Russia and into JUMO in Africa, while our confidence in our anchor investment TCS Group continues to grow in line with its share price.
We are building a strong pipeline of investment opportunities in the emerging world FinTech space and are more excited than ever by the potential for value creation at Vostok Emerging Finance for our shareholders. The aim of this offering is that the proceeds shall leave us in a strong position to take advantage of these opportunities."
The Rights Issue
The Board of Directors of Vostok Emerging Finance has on 22 October 2015 resolved to propose to the Special General Meeting, to resolve on a new share issue of up to a maximum of approximately SEK 588 million with preferential right for the Company's existing SDR holders in proportion to their SDR holdings as of the record date, 17 November 2015.
For every SDR held on the record date the holder will receive one (1) subscription right. One (1) subscription right entitles the holder to subscribe for eight (8) new SDRs. The subscription price is set at SEK 1.00 corresponding to approximately USD 0.12 per new SDR, which means that the Rights Issue will raise a maximum of approximately SEK 588 million corresponding to approximately USD 71 million, before the costs for the Rights Issue, through the issuance of no more than 587,996,440 SDRs with 587,996,440 new underlying shares, resulting in an increase of the share capital of not more than USD 5,879,964.40. After the Rights issue the number of SDRs and underlying shares in Vostok Emerging Finance will amount to a maximum of 661,495,995.
The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the Rights Issue is 17 November 2015. This means that the SDRs will trade excluding preferential right to participate in the Rights Issue from and including 16 November 2015. The subscription period runs from and including 19 November up to and including 3 December 2015, or such later date as decided by the Board of Directors.
In the event that not all SDRs are subscribed for by way of subscription rights the Board of Directors shall resolve on allotment of SDRs subscribed for without subscription rights, whereby SDRs primarily shall be allotted to those who also subscribed for SDRs by way of subscription rights, regardless of whether the subscriber was an SDR holder on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights which were used for subscription of SDRs and, in the event that is not possible by way of drawing lots. Secondarily, SDRs shall be allotted to others who subscribed for SDRs without subscription rights and, in the event those cannot receive full allotment, in relation to the number of SDRs each and every one has subscribed for and, in the event that is not possible, by way of drawing lots.
Subscription of SDRs by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of SDRs without the exercise of subscription rights shall be made on a separate subscription list and subscribed SDRs 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 SDRs shall entitle to dividends for the first time on the record date for dividends that occurs immediately following the registration of the issue of the new shares.
Special General Meeting
The Rights Issue is proposed to be resolved by a Special General Meeting that will be held on 9 November 2015.
At the Special General Meeting, Board members Josh Blachman and Keith Richman are proposed to be replaced by Milena Ivanova and David Nangle.
For the complete notice to the Special General Meeting, please see a separate press release.
Subscription commitments and indications
SDR holders holding a total of approximately 60 percent of the outstanding SDRs have expressed their support and indicated their interest in participating in the Rights Issue. In addition, members of the Board and management of the Company have committed to subscribe for a total of 3,583,824 new SDRs, corresponding to circa 0.6% of the new SDRs offered in the Rights Issue, through the exercise of subscription rights. These are Lars O. Grönstedt (Chairman of the Board), Per Brilioth (Board member), David Nangle (Managing Director), Nadja Borisova (CFO) and Anders F. Börjesson (General Counsel).
Preliminary time table
6 November 2015 Q3 report is published
9 November 2015 Special General Meeting
16 November 2015 First day of trading in the SDR without the right to participate in the Rights Issue
16 November 2015 Estimated date for publication of the prospectus
17 November 2015 Record date, i. e. registered SDR holders will receive subscription rights carrying the right to participate in the Rights Issue
19 November - 1 December 2015 Trading in subscription rights
19 November - 3 December 2015 Subscription period
Around 8 December 2015 The outcome of the Rights Issue is announced
Mid-December 2015 The Rights Issue is completed and registered
Advisors
Pareto Securities AB is financial advisor to Vostok Emerging Finance and Advokatfirman Vinge KB is legal advisor to Pareto Securities AB and Vostok Emerging Finance in connection with the Rights Issue.
David Nangle, Managing Director
For further information please contact: Björn von Sivers, Investor Relations, Tel +46 (0)8 545 015 50
Vostok Emerging Finance is an investment company with the goal of investing in early stage modern financial services companies across emerging and frontier markets. VEF trades in Sweden on Nasdaq First North under the ticker VEMF SDB.
Vostok Emerging Finance's Certified Adviser on Nasdaq First North is Pareto Securities AB.
IMPORTANT INFORMATION
This press release is not an offer or solicitation to acquire shares or SDRs in Vostok Emerging Finance. 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 Vostok Emerging Finance'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. Vostok Emerging Finance 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, New Zealand, Singapore, South Africa, 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.
Attachment:
https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=534091
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