Spiffbet intends to carry out a set-off issue and a parallel rights issue. The settlement issue resolves the company’s debt and interest burden.

The rights issue gives all shareholders the opportunity to add capital to the company for continued market investments and potential acquisitions at the same subscription price as in the offset issue
The company continues to assess that break-even with respect to EBITDA is possible in 2023

In order to lighten the company’s debt burden and improve the company’s capital structure, Spiffbet calls an extraordinary general meeting on April 19. The general meeting is proposed to decide on a set-off issue in parallel with a rights issue. The issues are expected to reduce the company’s debt and interest burden and provide the company with the conditions for potential additional acquisitions, launches in new geographic markets and possible structural deals.

Spiffbet has borrowed a total of approximately SEK 39.6 million from the company’s main owners A veces AB and Johan Styren, which can be offset against newly issued shares.

The board considers that it is in the interests of the company and the shareholders to carry out the proposed offsetting issue. The settlement issue resolves the company’s large debt burden that has built up as the company had to finance ongoing negative cash flow and also removes the burden of future high interest costs, which are reduced by a total of approximately SEK 4.7 million on an annual basis. The lenders entitled to set-off, A veces AB and Johan Styren, have agreed with the company to waive accrued interest. At the same time, Spiffbet has agreed with A veces AB on a credit line of a maximum of SEK 3 million that runs until January 31, 2024. Spiffbet has so far not used this credit line.

The rights issue, which is conditional on the general meeting having previously decided on the set-off issue to the above-mentioned lender, gives all shareholders the opportunity to invest in Spiffbet at the same subscription price as the one against which set-off takes place in the set-off issue. The rights issue can, provided there is sufficient interest, provide the company with a good addition of capital to expand the business.

The subscription price for the newly issued shares in both the offset issue and the preference issue must correspond to the volume-weighted average price on the Nasdaq First North Growth Market during a period of 20 trading days up to the day before the meeting, with a discount of 10 percent, but at least the quota value (2.5 öre) and maximum 7 öre. The maximum combined dilution effect for shareholders who choose not to participate in the rights issue is approximately 83.5 percent.

After the offset issue, A veces AB will own approximately 74.4 percent of the shares and votes in Spiffbet. In the event of a fully subscribed rights issue, A veces AB will own a maximum of approximately 62.2 percent of the shares and votes. A veces AB has applied for and been granted by the Aktiemarknadsnämnden an exemption from the obligation to bid as far as the subscription of shares is concerned in accordance with the decision.

The dispensation is conditional on the shareholders being informed before the general meeting of the amount of capital and voting share that A veces AB can receive as a result of the share subscription, and that the issuance decision is approved by the general meeting with at least two-thirds of both the votes cast and the shares represented at the meeting, with the exception of the shares held and represented at the meeting by A veces AB.

During 2022, Spiffbet has worked intensively to reach break-even in terms of EBITDA. Major savings measures and several activities to increase profitability have been carried out and further efficiency improvements are underway. The company did not break even in 2022, but the beginning of 2023 shows that break-even is possible in 2023, which would provide a good basis for future growth and a sustainably profitable business.

CEO, Henrik Svensson, comments: 2022 was marked by consolidation and streamlining. We have taken a number of measures to achieve profitability. We have more than halved the number of employees, streamlined our processes and discontinued several brands with declining profitability. Unfortunately, we have had headwinds in the form of changed regulatory applications that have affected us and our partners, which has made parts of our business impossible.

We have compensated for the loss by investing in other markets and implemented large savings, which we are now beginning to see the effects of. Furthermore, I am happy about the continued great confidence that our main owners have in the company and that they are prepared to convert the receivables into equity. The issues give us good conditions to continue sharpening the business. We also see that acquisitions can give us a better base to stand on and a faster path to profitability. All in all, I am optimistic about 2023.