Beverages

ARCTIC BLUE BEVERAGES ISSUES INFORMATION MEMORANDUM AS PART OF APPROXIMATELY SEK 5.2 MILLION FULLY SECURE RIGHTS ISSUE

NOT TO BROADCAST, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREAOR ANY OTHER JURISDICTION WHERE SUCH BROADCASTING, PUBLICATION OR DISTRIBUTION WOULD BE ILLEGAL OR WILL REQUIRE REGISTRATION OR OTHER ACTION.

On November 11, 2022, Arctic Blue Beverages AB (“Arctic Blue Beverages” or the “Company”) (Nasdaq First North Growth Market: ARCTIC) announced that the Board of Directors has decided to issue shares equal to approximately 5.2 million Swedish crowns with a preferential right for the existing shareholders of the Company (the “Capital increase”). The capital increase is fully covered by subscription and guarantee commitments received from certain members of the board of directors, management and existing shareholders. No compensation is paid for subscription commitments or guarantee commitments. In conjunction with the capital increase, all participants in the subscription and guarantee commitments have agreed to enter into blocking agreements for 100% of their shares subscribed in connection with the capital increase for a period of 9 months. The resolution of the Board of Directors on the capital increase has been resolved, with the authorization given by the Annual General Meeting of April 8, 2022. An information memorandum that was prepared in connection with the capital increase is today, November 23, 2022available in English, on arctic blue drinks website https://arcticbluebeverages.com/investors/rights-issue-2022/as well as on the Eminova Fondkommissions website www.eminova.se.

Publication of the Information Memorandum

Full information on the Capital Increase is included in the Information Memorandum which has been prepared by the Board of Directors of the Company. The prospectus is available on the company’s website (https://arcticbluebeverages.com/investors/rights-issue-2022/) and on the Eminova Fondkommission website (www.eminova.se). The subscription notes will be made available on the websites of the Company and Eminova Fondkommission together with the start of the subscription period.

Capital increase schedule

  • November 24December 8, 2022: Subscription period for the capital increase
  • November 24, 2022: Commencement of trading in subscription rights and paid subscription shares
  • December 5, 2022: End of subscription rights trading
  • Around December 12, 2022: Press release on the result of the capital increase

Advisors
As part of the Capital Increase, the Company has undertaken Eminova Partners AB as financial advisor and Eversheds Sutherland Advokatbyrå AB as legal advisor to the Company. Eminova Fondkommission AB acts as issuing agent.

For more information please contact

Valtteri EromaCEO
Telephone: +358 44 531 3950
Email: valtteri.eroma@arcticbluebeverages.com

The company’s certified advisor is Eminova Fondkommission AB | +46 8-684 211 10 | advisor@eminova.se

About Us

Arctic Blue Beverages AB is a Nordic beverage company whose best-known products are Arctic Blue Gin, Arctic Blue Gin Navy Strength and the world’s first dairy-free gin-based oat liqueur, Arctic Blue Oat. The company invests heavily in international export and its products are sold in Finland, Sweden, Japan, Australia and more than a dozen other countries. For more information, visit arctic blue drinks Web page https://arcticbluebeverages.com

IMPORTANT INFORMATION
IN CERTAIN JURISDICTIONS, THE PUBLICATION, ANNOUNCEMENT OR DISTRIBUTION OF THIS PRESS RELEASE MAY BE RESTRICTED BY LAW. PERSONS IN THOSE JURISDICTIONS WHERE THIS PRESS RELEASE HAS BEEN RELEASED OR DISTRIBUTED SHOULD INFORM THEMSELVES OF, OBSERVE AND RESPECT SUCH RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR THE USE OF THIS PRESS RELEASE AND THE INFORMATION IT CONTAINS, IN ACCORDANCE WITH THE RULES APPLICABLE IN THE RESPECTIVE JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR SECURITIES OF THE COMPANY IN ANY JURISDICTION, NOT OF THE COMPANY OR ANY OTHER PERSON.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN UNITED STATES. THE SECURITIES REFERRED HEREIN MAY NOT BE SOLD IN UNITED STATES WITHOUT REGISTRATION, OR WITHOUT APPLICATION OF AN EXEMPTION FROM REGISTRATION, ACCORDING TO THE WE SECURITIES ACT OF 1933 (“SECURITIES ACT”), AND CANNOT BE OFFERED OR SOLD IN UNITED STATES WITHOUT REGISTRATION, COVERED BY AN EXEMPTION FROM, OR IN A TRANSACTION NOT COVERED BY ACCOUNTS. THERE IS NO INTENT TO REGISTER THE SECURITIES MENTIONED HEREIN IN UNITED STATES OR TO SUBMIT A PUBLIC OFFER RELATING TO SUCH SECURITIES IN UNITED STATES. THE INFORMATION CONTAINED IN THIS PRESS RELEASE MUST NOT BE RELEASED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR TO UNITED STATES (INCLUDING ITS TERRITORIES AND PROVINCES, EVERY STATE IN THE UNITED STATES AND DISTRICT OF COLOMBIA), AUSTRALIA, SINGAPORENEW ZEALAND, JAPAN, SOUTH KOREA, CANADA, HONG KONG WHERE SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF SUCH INFORMATION WOULD CONTRARY TO APPLICABLE RULES OR WHERE SUCH ACTION IS SUBJECT TO STATUTORY RESTRICTIONS OR REQUIRES ADDITIONAL REGISTRATION OR OTHER MEASURES THAN THE FOLLOWING OF SWEDISH LAW. ACTIONS IN VIOLATION OF THIS INSTRUCTION MAY VIOLATE APPLICABLE SECURITIES LAW.

IN THE UKTHIS PRESS RELEASE AND ANY OTHER MATERIALS RELATING TO THE SECURITIES DESCRIBED HEREIN ARE ONLY DISTRIBUTED TO, AND ARE ONLY INTENDED FOR, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY AND WILL ONLY BE ENGAGED IN WITH, “QUALIFIED INVESTORS” WHO ARE (I) PERSONS WITH PROFESSIONAL INVESTMENT EXPERIENCE WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN SECTION 19(5) OF THE 2005 ORDER ON FINANCIAL SERVICES AND MARKETS (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER”); (II) HIGH NET WORTH ENTITIES, ETC. ORDER; OR (III) OTHER PERSONS TO WHOM SUCH INVESTMENT OR INVESTMENT ACTIVITY MAY LAWFULLY BE MADE AVAILABLE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER REFERRED TO AS “CONCERNED PERSONS”). UK, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY AND WILL BE ENGAGED ONLY WITH RELEVANT PERSONS. PERSONS WHO ARE NOT DATA SUBJECTS SHOULD NOT TAKE ANY ACTION BASED ON THIS PRESS RELEASE AND SHOULD NOT ACT OR RELY ON IT.

FORWARD-LOOKING STATEMENTS

TO THE EXTENT THAT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACT AND ARE CHARACTERIZED BY WORDS THAT “WILL”, “ARE EXPECTED”, “BELIEVE”, “ESTIMATE”, “INTEND” , “ASSUME” AND SIMILAR TERMS. THESE STATEMENTS EXPRESS THE COMPANY’S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. THESE STATEMENTS FOR THE FUTURE ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH THE COMPANY HAS MADE WITH THE BEST PERFORMANCE BUT THE COMPANY DOES NOT SAY TOMORROW. FUTURE STATEMENTS ARE COMBINED WITH RISKS AND UNCERTAINTIES DIFFICULT TO FORECAST AND IN GENERAL CANNOT BE AFFECTED BY THOSE OF THE COMPANY. PLEASE KEEP IN MIND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER SIGNIFICANTLY FROM WHAT IS COVERED OR EXPRESSED BY THESE FORWARD-LOOKING STATEMENTS.

INFORMATION FOR DISTRIBUTORS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED IN: (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 IMPLEMENTATION MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ANY LIABILITY, WHETHER IN TORT, CONTRACTUAL OR OTHERWISE, ANY “MANUFACTURER” (FOR PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) GOVERNANCE) MAY OTHERWISE HAVE AS SO, THE SHARES OF THE COMPANY HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH DETERMINED THAT SUCH SHARES ARE: (I) COMPATIBLE WITH AN END TARGETED 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 AUTHORIZED BY MIFID II (THE “TARGET MARKET ASSESSMENT”). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY’S SHARES MAY DROP AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE SHARES OF THE COMPANY OFFER NO GUARANTEE OF INCOME AND NO PROTECTION OF CAPITAL; AND AN INVESTMENT IN SHARES OF THE COMPANY IS ONLY COMPATIBLE WITH INVESTORS WHO DO NOT REQUIRE GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISOR ) ARE CAPABLE OF ASSESSING THE BENEFITS AND RISKS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, STATUTORY OR REGULATORY SELLING RESTRICTIONS IN CONNECTION WITH THE ISSUE OF SHARES. FURTHER, IT IS NOTED THAT, NOTWITHSTANDING TARGET MARKET ASSESSMENT, JOINT BOOKRUNNERS WILL ONLY BUY FROM INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR RELEVANCE FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST, BUY OR TAKE ANY OTHER ACTION WITH RESPECT TO SHARES OF THE COMPANY.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN ASSESSMENT OF THE TARGET MARKET WITH RESPECT TO THE COMPANY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.