Swvl, a global provider of transformative tech-enabled mass transit solutions, today announced that it has entered into a definitive agreement with a single U.S. institutional investor for the purchase and sale of 12,121,214 of its ordinary shares together with series A warrants and series B warrants (together, the “Securities”) at a combined purchase price of $1.65 per ordinary share, pursuant to a private placement, resulting in total gross proceeds at closing of approximately $20 million before deducting placement agent commissions and other estimated offering expenses.
The series A warrants may purchase up to 12,121,214 of the Company’s ordinary shares, and the series B warrants may purchase up to 6,060,607 of the Company’s ordinary shares. The series A warrants and series B warrants will each have an exercise price of $1.65 per share, will each be exercisable immediately upon issuance, and will expire five years from the date of issuance and two years from the date of issuance, respectively. If, during their respective five-year and two-year terms, all the warrants are exercised for cash, based on the exercise price of $1.65 per share, the Company will receive an additional $30 million in gross proceeds.
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The closing of the private placement and sale of the Securities is expected to occur on or about August 12, 2022, subject to the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the private placement.
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The offer and sale of the foregoing Securities is being made in a transaction not involving a public offering, and the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investor, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of ordinary shares to be issued to the investor (including the shares of ordinary shares issuable upon the exercise of the warrants) no later than 20 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days in the event of a “review” by the SEC.
Swvl private placement Swvl private placement
Charles Rapulu Udoh
Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert.
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard. You can book a session and speak with him using the link: https://insightsbyexperts.com/view_expert/charles-rapulu-udoh