Goobit is raising up to SEK 25.1 million in a rights issue. Around SEK 13.8 million is a set-off of debt, and the cash net proceeds are put at nine million. The money is going to its new Futureproof savings platform.
Photo: Gustav Buder is chief executive of Goobit Group and is subscribing in the issue himself through AB XXI Capital.
"The Rights Issue gives us the conditions to complete and launch Futureproof, activate our existing customer base and at the same time strengthen the balance sheet through the set-off of a significant portion of existing claims."
Gustav Buder, CEO of Goobit Group AB
Goobit Group AB (publ) is listed on NGM Growth Market in Stockholm and runs the bitcoin business BTCX, launched in 2011. On Monday evening the board resolved on a rights issue of about SEK 25.1 million, subject to approval at the annual general meeting on 15 October. The same evening the company presented Futureproof, a savings platform built on Finnish Kvarn Capital's MiCA authorisation, which the issue is meant to fund. The announcement was published as inside information under the EU Market Abuse Regulation.
On full subscription, Goobit raises about SEK 25.1 million before issue costs. Around SEK 13.8 million of that is not paid in money but through a set-off of existing claims against the company, meaning lenders and creditors take shares instead of cash.
That leaves about SEK 11.3 million in cash. Issue costs are estimated at around SEK 2.3 million, of which SEK 0.8 million is compensation to the underwriter. The cash net proceeds are therefore put at about SEK 9 million.
Subscription commitments totalling around SEK 15 million, or 59.7 per cent of the issue, come from the company's own. Chief executive Gustav Buder takes part through AB XXI Capital, chief marketing officer David Leeb through a company, and board member Christian Ander both privately and through Blockchain AB. A couple of the company's larger shareholders are also in. None of them is paid for the commitments.
The same parties control about 42.8 per cent of the votes in the company and have undertaken to vote for the board's proposals at the meeting. Christian Ander has additionally given a conditional subscription undertaking of up to SEK 2.5 million, used only if the issue would otherwise not be fully subscribed.
Vator Securities AB underwrites a further SEK 7.6 million, or 30.3 per cent, and receives ten per cent of the underwritten amount in cash and ten per cent in units. The issue is thereby covered to 100 per cent. Neither the subscription commitments nor the underwriting are secured by bank guarantee, blocked funds or pledges, and the company says there is therefore a risk that the commitments will not be met in whole or in part.
Each unit consists of seventeen shares and one warrant of series TO 2, at a subscription price of SEK 0.34 per unit, or SEK 0.02 per share. On full subscription the number of shares rises from 369.7 million to just over 1.6 billion, a dilution of up to 77.3 per cent.
Adding the compensation issue to the underwriter and a possible over-allotment issue of up to SEK 6 million, total dilution rises to about 81.2 per cent. If all TO 2 warrants are exercised, a further 19.3 per cent follows, and maximum dilution ends at about 84.8 per cent. Shareholders who do not take part can sell their unit rights during the trading period to compensate for the dilution.
Alongside the issue, Goobit has rebuilt its website, and the positioning there differs from what the company has had. The payoff is now "Alternative investments, built to last". Goobit describes itself as a Nordic financial group giving ordinary investors access to assets outside the traditional market, on the thesis of owning what cannot be printed. The argument is that ordinary saving loses ground to money printing, and that what holds up over time is assets in genuinely limited supply.
In the investor section of the site, the company describes itself as a company in transition, broadening from a business built mainly on bitcoin into a wider group in alternative investments. That transition is what the issue is meant to pay for.
By the company's own order of priority, the net proceeds go first to product, technology and key recruitment, including completion and launch of Futureproof and hiring in product development, market introduction, operations and compliance.
Next comes regulatory work, including the company's own authorisation process under MiCA as well as compliance and anti-money laundering measures. Then market establishment and commercialisation with Sweden as the main market, including activation of the existing customer base and preparations for direct sales to the corporate segment, and finally working capital during the launch phase.
The warrants could bring in up to SEK 8.9 million more. That money is earmarked for continued product development and scaling of Futureproof, further commercialisation, and preparations for geographic expansion.
Five unit rights give the right to subscribe for one unit. The last day of trading in the share including the right to unit rights is 16 October, and the record date is 20 October. The subscription period runs from 22 October to 5 November, with trading in unit rights on NGM Growth Market until 2 November. The outcome is expected to be announced around 5 November.
The TO 2 warrants can be exercised from 18 May to 1 June 2027, at SEK 0.024 per share, or 120 per cent of the subscription price in the issue. Corpura Fondkommission AB is financial adviser and Advokatfirman Lindahl KB is legal adviser.
Sources: Goobit Group
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