Valuno's general meeting on Monday approved two directed share issues in which creditors convert claims against the company into shares locked up for two years. Neither brings in cash. One subscriber is owned by the chair of the board.
Photo: Peter Liljeroos is chief executive of Valuno Group AB.
Valuno held an extraordinary general meeting on Monday, two weeks after Sweden's administrative court, Förvaltningsrätten, rejected the company's appeal against the decision on its MiCA application. The meeting approved two directed share issues, but neither brings cash into the company. Both are settled by set-off, so the effect is lower debt and higher equity rather than new liquidity.
"A strong and long-term ownership base is crucial as we now build Valuno for its next phase. We want owners who believe in our strategy, take a long-term view, and are prepared to take clear responsibility for the company's continued development."
Peter Liljeroos, CEO of Valuno Group AB
The meeting approved an issue of up to 100 million shares directed at Netgraph Project Management Services, with deviation from the shareholders' pre-emption rights. The subscription price is SEK 0.1274 per share, giving total subscription proceeds of SEK 12.74 million.
The price matches the volume-weighted average price of the Valuno share on NGM Nordic SME between 22 June and 10 July this year. Payment is not made in cash, but by setting off a corresponding part of Netgraph's claim against the company.
Subscription is to be made on a subscription list within two weeks of the resolution, and the shares are locked up for 24 months from registration with the Swedish Companies Registration Office. On full subscription, the share capital increases by up to SEK 1 million.
The second issue goes to Interlace Sweden AB on the same terms. The company is 80 per cent owned by Valuno's chair of the board, Jörgen Eriksson.
The issue therefore falls under Chapter 16 of the Swedish Companies Act, which governs directed issues to people closely connected to the company. Eriksson did not take part in the board's handling of the proposal.
The announcement does not repeat the subscription amount for Interlace, stating only that the terms are the same.
The meeting also resolved to amend the articles of association. The limits for the share capital are set at not less than SEK 4 million and not more than SEK 16 million, and the limits for the number of shares at not less than 400 million and not more than 1.6 billion.
The new articles will not be filed for registration with the Swedish Companies Registration Office until both set-off issues have been registered.
Förvaltningsrätten rejected the appeal against Finansinspektionen's refusal of the company's MiCA application, and Valuno announced the outcome on Monday 7 September. The company has not decided whether to appeal further.
In a video message on Friday, Liljeroos said the company takes a different view of the substance of the case, and that having begun going through the grounds for the ruling with its advisers, he considers several of their arguments deserved closer examination than they were given. He said a decision on whether to appeal would come shortly and would be announced in a press release.
The company's VASP authorisation remains valid until the MiCA case is finally determined. Valuno has also said it has partnership agreements with operators that hold their own authorisation, and that the business can be run through them as well. The operation is therefore not dependent on Valuno obtaining authorisation itself.
In the same video message, Liljeroos said the payments platform Atlas has signed more than ten customers, and that the figure is closer to fourteen. He stressed himself that it is not a revenue forecast, and that he would not make the number bigger than it is.
His point was that the demand is there in the market and that customers are finding their way to the company. He said work to connect more is under way.
Valuno Group AB (publ) is headquartered in Stockholm and listed on NGM Nordic SME. Founded in 2016 and listed since 2019, it develops cross-border payments infrastructure through its Atlas platform, which connects bank money, stablecoins and settlement on the blockchain.
Sources: Valuno Group
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