Pomegranate Investment AB
Pomegranate announces it is now a public company and intends to raise equity capital by way of a pre-IPO private placement of shares (NGNews)

2016-03-04 09:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, NEW ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF POMEGRANATE INVESTMENT. THIS PRESS RELEASE MAY NOT BE DISTRIBUTED TO ANY “U.S. PERSON”, INCLUDING ANY U.S. CITIZEN OR PERMANENT RESIDENT (‘GREEN CARD HOLDER’) OR ANY ENTITY ORGANISED IN THE UNITED STATES, WHETHER LOCATED INSIDE OR OUTSIDE THE UNITED STATES. NO SOLICITATIONS RELATING TO A POSSIBLE TRANSACTION IN CONNECTION WITH THE OFFERING ARE BEING MADE OR WILL BE MADE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.

Pomegranate Investment AB (publ) (“Pomegranate” or the “Company”), an investment company focusing on the unique emerging market opportunity in Iran, today announces that it has changed its company category to become a public company and intends to raise equity capital by way of a private placement of shares (the “Offering”).

 

The Board of Directors and Management believe that Pomegranate, by having entered Iran earlier than most, has established a critical head start in the country and is well-positioned to continue expanding in Iran’s rapidly evolving consumer internet sector. The Board of Directors and Management seek to capitalise on its established platform by continuing to expand in Iran and the Offering is seen as the logical next step within this strategy. The Offering will likely be followed by further capital raisings and investments in Iran, and the intention is to complete an initial public offering, with listing in Sweden, within twelve months post close of the Offering.

 

Florian Hellmich, CEO, comments:

“Since inception in 2014, Pomegranate has seen considerable positive development around its investments case. We are by now, together with our local partner Sarava, firmly established within Iran's consumer internet space through premium assets with 85–95% share of key markets.

We have transformed Pomegranate into the only publicly accessible investment holding with direct access to the Iranian market, giving a stake in high quality consumer tech growth, which is unprecedented globally. The signing of the JCPOA in July 2015 followed by the removal of UN & EU sanctions in January 2016 mark two significant milestones on the road towards Iran’s economy reaching its full potential.

On the back of these extraordinary developments we move forward confidently with a pipeline of prospective investments in addition to the companies already in our portfolio, the equity private placement under way, as well as the intended IPO within twelve months, all key elements in executing our strategy.”

 

The Offering in brief

  • Pre-IPO equity private placement
  • Base offering of up to 2,083,333 new shares, equivalent to €50m – divided into the “Institutional Offering” comprising Offer Shares directed towards a number of identified investors at a minimum investment per investor of €100,000; and the “Shareholder Offering” comprising up to 625,000 Offer Shares (€15m) directed towards the approximately 100 existing shareholders
  • Upsize option of up to 416,667 new shares, equivalent to €10m
  • Offer price of €24 per share, implying a pre-money valuation of €40m based on the Company’s 1,654,601 shares outstanding before the Offering
  • Final application in the Shareholder Offering: Wed 9 Mar, 17:00 CET (2016)
  • Final application in the Institutional Offering: Wed 16 Mar, 17:00 CET (2016)

 

Advisors

In connection with the Offering, Pareto Securities acts as Global Coordinator and Joint Bookrunner, Renaissance Capital acts as Joint Bookrunner, Vinge acts as legal adviser as to Swedish law and Freshfields Bruckhaus Deringer LLP acts as legal advisor as to sanctions compliance.

 

For further information, please contact

Florian Hellmich, CEO

Tel: +46 8 545 015 50

Email: florian.hellmich@pomegranateinvestment.com

 

Björn von Sivers, Acting Head of IR

Tel: +46 8 545 015 50

Email: bjorn.vonsivers@pomegranateinvestment.com

 

About Pomegranate

Pomegranate is an investment company founded in 2014 by emerging market specialists with a proven blueprint for success in emerging markets, which they are now applying to the unique emerging market opportunity in Iran and potentially its most populous neighbouring countries. The current focus is Iran’s rapidly evolving internet consumer sector in which Pomegranate and its local partners have already established a strong presence.

 

Main holdings

Pomegranate’s main holding is Sarava, of which it owns 9.6% (15%). Sarava is Iran’s dominant venture capital firm and as such is an ideal local partner for Pomegranate. Sarava owns 51% (61%)2 of Iran’s largest internet company Digikala, a general e-commerce company with a market share of approximately 91%. Sarava and Pomegranate also own, directly and indirectly, Divar and Sheypoor who are dominating Iran’s online classifieds market with a joint market share of more than 95%. Sarava owns 20% in Café Bazaar which is Iran’s main android marketplace with over 85% market share. Pomegranate further owns 15.2% of Griffon Capital, a newly formed Iran focused investment and advisory boutique, and 25% of Carvanro, Iran’s first online ride-sharing service.

 

IMPORTANT NOTICE

The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of Pomegranate in any jurisdiction.

Specifically, without limiting the foregoing, the Offer Shares have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States or to U.S. persons. The Offer Shares are being offered outside the United States in compliance with Regulation S under the Securities Act.

This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). Pomegranate has not authorised any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Private Placement. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State.

This press release is being issued solely to and directed at persons having professional experience in matters relating to investments and on the basis that each person in the United Kingdom to whom it is issued is reasonably believed to be such a person as is described in Article 19 (Investment professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Exempt Persons" and each an "Exempt Person"), or is a person to whom this document may otherwise lawfully be distributed. In addition to the foregoing restrictions, in relation to persons who are in the United Kingdom, this press release is made and directed only at persons falling within the meaning of "qualified investors" as defined in Section 86 of the Financial Services and Markets Act 2000.

This press release may contain "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address Pomegranate’s expected future business and financial performance, and often contain words such as "expect”, "anticipate”, "intend”, "plan”, "believe”, "seek”, or "will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Pomegranate’s actual future results to be materially different than those expressed in its forward-looking statements. Pomegranate does not undertake to update its forward-looking statements.


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