NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, HONG KONG OR CANADA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL
The Board of Directors of Bong AB ("Bong" or the "Company") has today resolved on a new issue of shares of approximately SEK 63.4 million with preferential rights for existing shareholders (the "Rights Issue"). The Rights Issue is intended to optimize Bong's capital structure and provide the flexibility to quickly implement strategic initiatives that can strengthen the Company's market position and long-term value creation. Under the terms and conditions of the Rights Issue, one (1) existing share in Bong entitles to one (1) subscription right, and one (1) subscription right entitles to subscription of one (1) share at a subscription price of SEK 0.30 per share. The Rights Issue is guaranteed up to 100 percent through subscription commitments and guarantee commitments. The Rights Issue is conditional upon the Swedish Companies Registration Office granting, no later than 29 June 2026, permission for the Company to carry out the reduction of the share capital resolved by the Extraordinary General Meeting held on 10 April 2026.
Background and reasons for the Rights Issue
Bong is one of Europe's leading specialty packaging and envelope companies, offering solutions for the distribution and packaging of information, promotional offers and light goods. The Group has a turnover of approximately SEK 1.8 billion and around 970 employees in 13 countries.
The Rights Issue is intended to optimize Bong's capital structure and provide the flexibility to quickly implement strategic initiatives that can strengthen the Company's market position and long-term value creation. Through the Rights Issue, Bong aims to further strengthen its position in an industry where structural changes and consolidation are creating attractive business opportunities in envelopes and lightweight packaging solutions.
Summary of the Rights Issue
- One (1) existing share in Bong held on the record date of 1 July 2026 entitles to one (1) subscription right. One (1) subscription right entitles to subscription for one (1) newly issued share.
- The subscription price is SEK 0.30 per share. Payment shall be made in cash, although the Board of Directors may always permit set-off retrospectively in accordance with the rules set out in Chapter 13, Section 41 of the Swedish Companies Act.
- Through the Rights Issue, Bong may receive gross proceeds of up to approximately SEK 63.4 million before issue costs, which are estimated to amount to SEK 550,000 (not included fees to guarantors amounting to approximately SEK 2.3 million which are paid in shares).
- The subscription period runs from 3 July 2026 to 17 July 2026.
- Subscription rights that are not exercised during the subscription period will become invalid and lose their value. Trading in subscription rights is expected to take place on Nasdaq during the period 3 July 2026 - 14 July 2026.
- The Rights Issue entails an increase in the Company's share capital of up to SEK 21,120,505.80, corresponding to a maximum of 211,205,058 shares and a maximum dilution of 50 per cent. In addition, 7,710,397 compensation shares will be issued to the guarantors, resulting in an aggregate dilution of approximately 51 per cent.
- If not all shares are subscribed for with preferential rights (i.e. with the support of subscription rights), the Board of Directors shall, within the maximum amount of the issue, resolve on the allotment of shares subscribed for without the exercise of subscription rights. Allotment shall first be made to those who have also subscribed for shares with the support of subscription rights. If they cannot receive full allotment, allotment shall be made in proportion to their subscriptions with the exercise of subscription rights and, if this is not possible, by drawing lots. Secondly, allotment shall be made to other persons who have subscribed for shares in the issue without the exercise of subscription rights. If they cannot receive full allotment, allotment shall be made in proportion to the number of shares each of them has subscribed for and, if this is not possible, by drawing lots. Finally, allotment shall be made to guarantors in proportion to their guarantee commitments.
- The Board of Directors' resolution on the Rights Issue is conditional upon the Swedish Companies Registration Office granting, no later than 29 June 2026, permission for the Company to carry out the reduction of the share capital resolved by the Extraordinary General Meeting held on 10 April 2026.
- The Rights Issue is covered by subscription commitments and underwriting guarantees corresponding to 100 percent of the Rights Issue. The subscription commitments amount to 82,698,423 shares and the underwriting guarantees to 128,506,635 shares. The subscription commitments and underwriting commitments have been agreed in writing. No compensation will be paid for the subscription commitments. For the underwriting guarantees, compensation of six (6) per cent of the guaranteed amount will be paid, but only in the form of newly issued shares at the same subscription price as in the Rights Issue, which correspondes to 7,710,397 shares. The commitments and guarantees are not secured by bank guarantees, escrow arrangements, pledges or similar arrangements.
The complete terms and conditions for the Rights Issue, as well as other information about the Company, will be set out in the information document expected to be published on or about 2 July 2026. The timetable is preliminary and subject to change.
Preliminary timetable for the Rights Issue
29 June 2026 Last day of trading including the right to receive subscription rights
30 June 2026 First day of trading excluding the right to receive subscription rights
1 July 2026 Record date for participation in the Rights Issue
2 July 2026 Publication of the information document
3 July - 17 July 2026 Subscription period
3 July - 14 July 2026 Trading in subscription rights
3 July - around week 32, 2026 Trading in BTA
21 July 2026 Announcement of the outcome of the Rights Issue
Change in share capital and number of shares and dilution
Through the Rights Issue, the Company's share capital will increase by up to SEK 21,120,505.80, from SEK 21,120,505.80 to SEK 42,241,011.60, through the issuance of up to 211,205,058 shares. The number of shares will therefore increase from 211,205,058 to a maximum of 422,410,116 shares. For existing shareholders who do not participate in the Rights Issue, this corresponds to a dilution effect of 50 percent of the capital and votes in the Company if the Rights Issue is fully subscribed.
With payment to guarantors in the form of newly issued shares as described above, an additional 7,710,397 shares will be issued. The number of shares may therefore increase to a maximum of 430,120,513 shares, and the dilution effect at full subscription may amount to approximately 51 per cent.
Permission from the Swedish Companies Registration Office
The terms of the Rights Issue are based, among other things, on the share capital resulting from the resolution to reduce the share capital adopted by the shareholders at the Extraordinary General Meeting held on 10 April 2026. Bong is awaiting permission from the Swedish Companies Registration Office to implement the reduction after the period for notice to unknown creditors has expired. Such permission is expected no later than 29 June 2026. If such permission is not granted by that date, the Rights Issue will not be carried out.
Advisors
Bong has engaged Mangold Fondkommission AB as issuing agent and Synch Law AB as legal advisor in connection with the Rights Issue.
For further information, please contact:
Per Åhlgren, Chairman of the Board of Bong AB. Tel. 044-20 70 00
Important information
This press release is not an offer to subscribe for shares in Bong, and investors must not subscribe for or acquire any securities other than on the basis of the information contained in the prospectus.
This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Japan, New Zealand, Singapore, South Africa, Switzerland, Hong Kong or Canada, or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell shares, paid subscribed shares (BTA) or subscription rights to any person in any jurisdiction where it would not be permissible to make such an offer to such person or where such action would require any prospectus, registration or other measures in addition to those required under Swedish law.
The shares, BTA and subscription rights have not been recommended or approved by any U.S. federal or state securities authority or regulatory authority. No shares, BTA, subscription rights or other securities issued by Bong have been registered or will be registered under the United States Securities Act of 1933, as amended from time to time, or under the securities legislation of any state in the United States. Accordingly, no shares, warrants, BTA, subscription rights or other securities issued by the Company may be transferred, exercised or offered for sale in the United States other than pursuant to exemptions that do not require registration or through a transaction that is not subject to such registration. There is no intention to register any part of the offering in the United States, and the securities issued in the Rights Issue will not be offered to the public in the United States.
The Company has not approved any public offering of the securities referred to in this press release in any country within the European Economic Area ("EEA") other than Sweden. Accordingly, in other member states of the EEA, the securities may only be offered to (i) a qualified investor as defined in Directive 2003/71/EC of the European Parliament and of the Council (the "Prospectus Directive") or (ii) any person falling within Article 3(2) of the Prospectus Directive.
In the United Kingdom, this press release may only be distributed to, and is directed only at, "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000, who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies" etc.) of the Order, together referred to as "relevant persons". In the United Kingdom, any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This press release may contain certain forward-looking information that reflects Bong's current views regarding future events and financial and operational development. Words such as "intended", "will", "is deemed", "is expected", "may", "plans", "estimates" and other expressions that indicate or predict future developments or trends constitute forward-looking information. Forward-looking information is, by its nature, subject to both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development, and actual outcomes may differ materially from what is stated in forward-looking information. The information, opinions and forward-looking statements contained in this press release speak only as of this date and may be amended without notice.
This disclosure contains information that Bong 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 22-06-2026 08:28 CET.
