Fly Play hf.: Shareholders’ Meeting
The Board of Directors of Fly Play hf. (“Play” or “Company”) has decided to call a shareholders’ meeting in the Company on Wednesday, 30 November 2022 at 16:30 (GMT), at the offices of the Company, Suðurlandsbraut 14, 108 Reykjavik.
On 3 November 2022, it was announced that Play had collected binding subscription commitments for newly issued shares from its 20 largest shareholders.
The shareholders will subscribe for a total of 157,534,247 shares with the price per share being ISK 14.6. For the purposes of honouring the subscription agreements the board of directors proposes that it will be granted authorisation to increase the share capital of the Company. To secure shareholder equality and to afford other shareholders the opportunity to participate in the share capital increase the board proposes that the authorisation to increase the share capital will extent to up to 228,670,505 new shares.
The Company will initiate an offering to other shareholders than the 20 largest shareholders where shareholders will be afforded the opportunity to subscribe up to 71,136,258 new shares in the company on the same terms as apply to the 20 largest shareholders. The offering is open to other shareholders than the 20 largest shareholders who were registered shareholders in the Company at the end of the day of 3 November 2022, the day of the announcement of the binding subscription commitments from the 20 largest shareholders. The Company’s board of directors will consider shareholder equality when allocating the new shares sold in the offering. The subscription from shareholders will be accepted in a special electronic subscription form that shareholders will be able to access at the website www.arctica.is/play-utbod from 10.00 (GMT) Monday 28 November 2022 to Wednesday 30 November 2022 at 18.00 (GMT).
The Company has hired Arctica Finance hf. to manage the offering and oversee the issue and listing of the new shares as well as handling settlement of the offering.
The goal of the share capital increase is to strengthen the Company for the coming growth and to ensure its strong liquidity position. With the binding subscription commitments from the Company’s 20 largest shareholders, the Company has already secured the share capital increase that the Company is aiming for. The offering is therefore primarily to secure shareholder equality. If other shareholders exercise their right to subscribe for new shares, the Company’s liquidity position is further strengthened.
Parallel to the issuance of new shares, the Company will issue warrants for up to 57,167,631 new shares. The subscription price according to the warrants will be the price per share of the original issuance, with interest amounting to the Central Bank of Iceland’s 7-day collateralized lending interest rate. The warrants will be exercisable for a period of 10 days subsequent to the publication of the Company’s annual accounts for the year 2023.
The agenda of the meeting is as follows:
A proposal for the amendment of the Company’s article of association to authorise the board of directors to:
increase the share capital of the Company by up to ISK 228,670,505 in nominal value with the issuance of new shares. The selling rate per share will be determined by the Company’s board of directors. Shareholders waive their pre-emptive rights in accordance with Art. 34 of Act no. 2/1995 on Limited Liability Companies. The authorisation is valid until the annual general meeting for the fiscal year of 2022. New shares will grant rights at the date of registration of the share capital increase and the Company’s articles of association will apply to the new shares.
to issue warrants which grant the right to subscribe to shares up to ISK 57,167,631 in nominal value. The warrants can be exercised for a period of 10 days from the date of publication of the annual financial statements for the fiscal year 2023. The subscription price is the same as applies to the share capital increase which occurs in relation to the granting of this authorisation, plus a rate of interest equal to the prevailing Central Bank of Iceland’s 7-day collateralised interest rate from time to time. This authorisation is valid until 31 December 2022, to the extent it has not been exercised. The board of directors is further authorised until 1. May 2024 increase the share capital of the Company in connection with the exercise of the warrants. Shareholders waive their pre-emptive rights in relation to the issuance of the warrants and any new shares issued as a result of the exercise of the warrants.
Any other matter, lawfully tabled.
Attached is the call to the meeting, proposals and report of the board of directors which contain further information.
All further information about the shareholders’ meeting can be found on the Company’s website https://www.flyplay.com/investor-relations
Fly Play’s hf. Board of Directors