CoinShares announces outcome of offering in connection with its intended listing on Nasdaq First North Growth Market
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND PROVINCES, EVERY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, NEW ZEALAND, JAPAN, CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Saint Helier, JERSEY, 4 March, 2021
The subscription period for shares in the initial public offering (the “Offering”) from CoinShares International Limited (“CoinShares” or the “Company”) ended Tuesday, 2 March, 2021. The outcome of the Offering shows that the Offering was subscribed to 447% and that the Company will receive proceeds of SEK 151.1 million before issue costs.
The Offering of SEK 151.1 million was covered by subscription commitments of SEK 125.5 million, corresponding to 83% of the total Offering. In addition to these subscription undertakings, the Company received retail subscriptions amounting to SEK 549.5 million from a total of 12,523 subscribers, representing an oversubscription of 2,046% of the shares available to retail investors.
Overall, subscriptions were therefore received for a total of SEK 675.0 million (including subscription commitments received prior to the Offering), corresponding to 447% of the total Offering.
The price in the Offering had been set to SEK 44.9 per share. As the Offering has been fully subscribed, CoinShares will receive SEK 151.1 million before issue costs.
As a result of the significant interest shown for the Offering, not all subscribers have been allocated shares. Allotment of shares in the Offering has been decided by the Company's Board of Directors in accordance with the principles set out in the prospectus prepared by the Company, which was approved by the Swedish Financial Supervisory Authority on 22 February, 2021 (the "Prospectus").
Notification of any allotment will be received via settlement notes, which are expected to be delivered on or around 4 March 2021. Subscribers who are not allotted any shares will not be notified.
Number of shares and share capital
The Offering will entail an increase in the number of shares in the Company, from 63,187,460 to 66,551,863. The share capital in the Company will increase from GBP 31,277.79 to GBP 32,943.17.
New ticker for the shares on Nasdaq First North Growth Market
CoinShares has elected to change its ticker to “CS” with immediate effect.
- Settlement date: 9 March, 2021
- Preliminary first day of trading: 11 March, 2021
Mangold Fondkommission AB is acting as financial advisor and sole bookrunner in the Offering. Baker McKenzie is acting as legal advisor to CoinShares.
For more information, please contact:
Investor Relations | +44 (0)1534 513 100 | [email protected]
Certified Advisor | Mangold Fondkommission AB | +46 (0)8 503 015 50 | [email protected]
CoinShares is Europe’s largest digital asset investment firm, managing approximately $4 billion of assets on behalf of its client base. The Group is focused on expanding investor access to the digital asset ecosystem by pioneering new financial products and services that seek to provide trust and transparency when accessing this new asset class.
The release, announcement 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 or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained 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 CoinShares in any jurisdiction, neither from CoinShares nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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 (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities 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, within or into the United States (including its territories and provinces, every state of the united states and the District of Columbia), Australia, New Zealand, Japan, Canada, Hong Kong or South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. A prospectus in connection with the Offering has been prepared and published by the Company on the Company's website.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates.
Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.