If all the warrants are exercised for cash, the Company will
receive an additional $30 million in
gross proceeds
Follows the announcement of Swvl's portfolio optimization
program to turn cash flow positive in 2023
NEW YORK, Aug. 10, 2022 /PRNewswire/ -- Swvl Holdings Corp
("Swvl" or the "Company") (NASDAQ: 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. 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.
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.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these Securities, nor shall there
be any sale of these Securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Swvl
Swvl is a global provider of transformative tech-enabled mass
transit solutions, offering intercity, intracity, B2B and B2G
transportation across > 135 cities in > 20 countries. The
Company's platform provides complimentary semi-private alternatives
to public transportation for individuals who cannot access or
afford private options. Every day, Swvl's parallel mass transit
systems are empowering individuals to go where they want, when they
want – making mobility safer, more efficient, accessible, and
environmentally friendly. Customers can book their rides on an
easy-to-use proprietary app with varied payment options and 24 / 7
access to high-quality private buses and vans.
Swvl was co-founded by Mostafa
Kandil, who began his career at Rocket Internet, where he
launched the car sales platform Carmudi in the Philippines, which became the largest car
classifieds company in the country in just six months. He then
served as Rocket Internet's Head of Operations. In 2016, Kandil
joined Careem, a ride-sharing company and the first unicorn in the
Middle East. He supported the
platform's expansion into multiple new markets.
For additional information about Swvl, please visit
www.swvl.com.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to
statements regarding future events and the closing of the private
placement.
These statements are based on the current expectations of Swvl's
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on,
by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Swvl. These statements are subject to a
number of risks and uncertainties regarding Swvl's business, and
actual results may differ materially. These risks and uncertainties
include, but are not limited to: general economic, political and
business conditions, including but not limited to the economic and
operational disruptions and other effects of the COVID-19 pandemic;
competition with other companies in the mobility industry; Swvl's
limited operating history and lack of experience as a public
company; recent implementation of certain policies and procedures
to ensure compliance with applicable laws and regulations,
including with respect to anti-bribery, anti-corruption, and cyber
protection; the risk that Swvl is not able to execute its growth
plan, which depends on rapid, international expansion; the risk
that Swvl is unable to attract and retain consumers and qualified
drivers and other high quality personnel; the risk that Swvl is
unable to protect and enforce its intellectual property rights; the
risk that Swvl is unable to determine rider demand to develop new
offerings on its platform; the difficulty of obtaining required
registrations, licenses, permits or approvals in jurisdictions in
which Swvl currently operates or may in the future operate; the
fact that Swvl currently operates in and intends to expand into
jurisdictions that are, or have been, characterized by political
instability, may have inadequate or limited regulatory and legal
frameworks and may have limited, if any, treaties or other
arrangements in place to protect foreign investment or involvement;
the risk that Swvl's drivers could be classified as employees,
workers or quasi-employees in the jurisdictions they operate; the
fact that Swvl has operations in countries known to experience high
levels of corruption and is subject to territorial anti-corruption
laws in these jurisdictions; the ability of Swvl to maintain the
listing of its securities on Nasdaq; and other risks that will be
detailed from time to time in filings with the U.S. Securities and
Exchange Commission. The foregoing list of risk factors is not
exhaustive. There may be additional risks that Swvl presently does
not know or that Swvl currently believes are immaterial that could
also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide Swvl's expectations, plans or forecasts of future events
and views as of the date of this communication. Swvl anticipates
that subsequent events and developments will cause Swvl's
assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future,
Swvl specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Swvl's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
Investor Contact
Youssef
Salem
Swvl CFO
Investor.relations@swvl.com
