NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL MEASURES BEYOND THOSE REQUIRED UNDER SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of 4C Group AB (publ) ("4C Strategies" or the "Company") hereby announces the outcome of the Company's new issue of shares with preferential rights for existing shareholders, resolved by the Board of Directors on 8 June 2026 and approved by the Extraordinary General Meeting on 26 June 2026 (the "Rights Issue"). The outcome shows that 6,254,906 shares, corresponding to approximately 82 percent of the Rights Issue, were subscribed for with the support of subscription rights. Additionally, applications for subscription of 12,127,499 shares without the support of subscription rights have been submitted, corresponding to approximately 158 percent of the Rights Issue. Together, subscription with the support of subscription rights and applications for subscription without the support of subscription rights correspond to approximately 240 percent of the shares offered in the Rights Issue. The Rights Issue is thus oversubscribed. Given that the Rights Issue has been oversubscribed, the Company's Board of Directors has resolved to increase the issue amount by exercising the previously announced over-allotment option (the "Over-Allotment Option") by an amount corresponding to SEK 20 million. 4C Strategies will through the Rights Issue and the Over-Allotment Option receive proceeds amounting to approximately SEK 73.6 million before deduction of costs attributable to the Rights Issue, of which approximately SEK 13.7 million is contributed through set-off of existing shareholder loans.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on 23 July 2026. The outcome of the Rights Issue shows that 6,254,906 shares, corresponding to approximately 82 percent of the Rights Issue, were subscribed for with the support of subscription rights. Additionally, applications for subscription of 12,127,499 shares without the support of subscription rights have been submitted, corresponding to approximately 158 percent of the Rights Issue. Together, subscription with the support of subscription rights and applications for subscription without the support of subscription rights correspond to approximately 240 percent of the shares offered in the Rights Issue. The Rights Issue is thus oversubscribed. Given that the Rights Issue has been oversubscribed, the Company's Board of Directors has resolved to increase the issue amount by exercising the Over-Allotment Option by an amount corresponding to SEK 20 million. 4C Strategies will through the Rights Issue and the Over-Allotment Option receive proceeds amounting to approximately SEK 73.6 million, of which approximately SEK 13.7 million is contributed through set-off of existing shareholder loans from Tibia Konsult AB, Grenspecialisten AB and Andreas Hedskog, before deduction of costs attributable to the Rights Issue of approximately SEK 1.1 million.
Allotment of shares subscribed for without preferential rights
Allotment of shares subscribed for without preferential rights (i.e., without the support of subscription rights) in the Rights Issue is carried out in accordance with the principles set out in the terms and conditions which have been prepared in connection with the Rights Issue and are available on the Company's website, www.4cstrategies.com, Västra Hamnen Corporate Finance AB's website, www.vhcorp.se, and Eminova Fondkommission AB's website, www.eminova.se. Notification of allotment of shares subscribed for without the support of subscription rights will be sent through a settlement note to those who have been allotted such shares, and such shares must be paid in cash according to the instructions on the settlement note. Shareholders registered with a nominee will be notified of allotment in accordance with their respective nominee's procedures. Notification of allotment of shares in the Over-Allotment Option will be sent in the same manner as described above.
Trading in BTA and conversion into new shares
The last day of trading in BTA (paid subscribed shares) is estimated to be 11 August 2026. Trading in the new shares, subscribed for with and without the support of subscription rights in the Rights Issue, is expected to commence on Nasdaq First North Premier Growth Market on or around 17 August 2026. Those who have been allotted shares in the Over-Allotment Option will not receive BTA. Delivery of shares in the Over-Allotment Option will take place in connection with the conversion of BTA in the Rights Issue into shares.
Over-Allotment Option
Given that the Rights Issue has been oversubscribed, the Company's Board of Directors has, based on the authorization from the Extraordinary General Meeting on 26 June 2026 and as previously announced, resolved to exercise the Over-Allotment Option through a directed new issue of 2,857,142 shares, corresponding to SEK 20 million, to the external investors Salénia AB and Fredrik Lundgren who in advance have provided subscription commitments in the Rights Issue without receiving full allotment.
The subscription price in the Over-Allotment Option corresponds to the subscription price in the Rights Issue, i.e. SEK 7.00 per share. Allotment in the Over-Allotment Option has been made to the external investors who in advance have provided subscription commitments in the Rights Issue.
The reason for the deviation from the shareholders' preferential rights in the Over-Allotment Option is to accommodate the subscription interest of the external investors whose subscription commitments provided in advance have been a prerequisite for being able to carry out the Rights Issue on current terms. The Board of Directors has carefully considered various options to meet the interest from the investors and has assessed that it is beneficial for the shareholders, who were also given the opportunity to subscribe for new shares in the Rights Issue, that the Company carries out the Rights Issue and, in the event of oversubscription in the Rights Issue, has the possibility to satisfy the strong interest of the external investors who have entered into subscription commitments by increasing the issue amount by way of the Over-Allotment Option to an attractive and market-based valuation for the Company. In this regard, the Board of Directors has particularly taken into account that the subscription price corresponds to a discount of approximately 1.4 percent in relation to the closing price of the Company's share on 5 June 2026, which was the trading day immediately preceding the resolution on the Rights Issue, and that the subscription price has been determined based on arm's-length discussions between the Company and the external investors whose subscription commitments can be met through the possibility of increasing the issue amount by way of the Over-Allotment Option. The Board of Directors therefore considers that the subscription price has been determined in such a way as to ensure market fairness and that it reflects prevailing market conditions. In light of the above, the Board of Directors has made the assessment that it is in the interest of both the Company and its shareholders to exercise the Over-Allotment Option.
Change in number of shares and share capital and dilution
Through the Rights Issue, the number of shares in 4C Strategies will increase by 7,654,999 shares, from 38,274,999 shares to 45,929,998 shares, and the share capital will increase by SEK 133,962.4825, from SEK 669,812.4825 to SEK 803,774.9650. For existing shareholders who do not participate in the Rights Issue, this entails a dilution effect of approximately 16.7 percent of the votes and shares in the Company.
The exercise of the Over-Allotment Option will result in the Company's share capital increasing by an additional 49,999.9850 SEK through a new issue of 2,857,142 shares, corresponding to a dilution effect of approximately 5.9 percent (based on the number of shares in the Company following the Rights Issue).
The total dilution effect of the Rights Issue and the Over-Allotment Option amounts to approximately 21.5 percent.
Advisors
Västra Hamnen Corporate Finance AB is acting as financial advisor and TM & Partners is acting as legal advisor to 4C Strategies in connection with the Rights Issue. Eminova Fondkommission AB acts as issuing agent.
IMPORTANT INFORMATION
The publication, release or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published, released or distributed should inform themselves of and comply with such restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.
This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") and no prospectus will be prepared in connection with the Rights Issue. Nor is this press release an information document in accordance with Annex IX of the Prospectus Regulation and no information document will be prepared in connection with the Rights Issue. Each investor is encouraged to make their own assessment of whether it is appropriate to invest in the Company.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws. Neither this document nor any information herein constitutes or forms part of an offer to sell, or a solicitation of an offer to buy, securities in the United States. No securities will be offered to the general public in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would not comply with applicable laws or where such actions are subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law.
In the United Kingdom, this press release is directed only at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons falling within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated. For these purposes, "UK Prospectus Regulation" means Regulation EU 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Within the European Economic Area ("EEA"), no public offering of shares or other securities is being made in any country other than Sweden. In other member states of the European Union ("EU"), such an offer may only be made in accordance with exemptions under the Prospectus Regulation.
This press release may contain certain forward-looking statements that reflect the Company's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual outcomes may differ materially from those expressed in forward-looking statements.
For further information, contact:
4C Group AB (publ)
Jonas Jonsson, CEO
Veronica Wallin, CFO
investor.relations@4cstrategies.com | + 46 (0) 8 522 27 900
Certified Adviser: Tapper Partners AB
About 4C Strategies
4C Strategies is a leading global provider of organisational readiness and training management solutions for customers in the defence, public and corporate sectors. 4C Strategies provides an integrated offering of organisational readiness and training management solutions in mission-critical environments, consisting of its software platform Exonaut as well as expert services and software-related services. Exonaut complies with the strictest demands on security and data integrity and is accredited by NATO. From its offices in the Nordics, the UK the US and Australia, 4C Strategies serves over 150 customers, including some of the world's most high-profile public institutions, global enterprises and several NATO allied armed forces. 4C Strategies was founded in Sweden in 2000, and is headquartered in Stockholm. 4C Strategies is the operational brand within 4C Group AB (publ), which is listed on Nasdaq First North Premier Growth Market under the ticker "4C".
investors.4cstrategies.com
