All information described on this website and in the company’s publications should be carefully considered and in particular the risks described below. If any of the following risks actually occur, the Group's operations, financial position, outlook and share price may be significantly affected to the detriment of the Company, the Group and the shareholders and you may lose all or part of your investment. All risks that Board members are aware of at the time of the preparation of this document and which they consider to be material are listed below in Section 2. Further risks, which are currently unknown to the Board members or which the Board members currently consider inappropriate, may also have a significant impact on the Company's business, financial position and prospects. Any investments in shares are subject to a number of risks. Therefore, potential investors should carefully consider all information and especially the risk factors described below before making any investment decisions. Some of the following factors relate mainly to the Group's operations and the sector in which the business is conducted. Other factors relate mainly to investment in shares. Therefore, each shareholder and potential investor must make an overall assessment that also includes information in the Company Description as well as a general environmental assessment.
There is a risk that extensive investment and product development from a competitor may adversely affect the Group's development and sales. In the event that the Group can not adjust its operations and its products to the market's performance and demand requirements, there is a risk that the Group will not have the competitiveness required to succeed in the market, which in turn may have a material adverse effect on the Group's operations , financial position and results.
In order for Ridercam to remain competitive, the technological development must be followed in particular in the event of technological change. The Group must continue to launch new products and services as well as to enhance and improve the functionality and characteristics and quality of existing products. Such adjustment is associated with costs which may be material and affected by factors wholly or partially outside the Company's control. This means that the level and timing of future operating expenses and capital requirements to accompany this development may deviate significantly from current estimates. The ability to follow the technological developments and costs attributable to this can cause material adverse effects on the Company's operations, results and financial position.
In order for the Company to be able to deliver its products, the Company is dependent on third party inputs and services meeting agreed requirements, such as quantity, quality and delivery time. Incorrect or missing deliveries from suppliers may delay the Company's production, which in the short term may result in reduced or non-sales, which could have a material adverse effect on the Company's operations, financial position and results.
The company currently has a limited number of customers. The company's sales and earnings are likely to be adversely affected if a major customer chooses to terminate his development work, endures insolvency or chooses another supplier, which may have a material adverse effect on the company's operations, financial position and results.
The company's operations may grow substantially due to a sudden and unexpected increase in demand for the Company's products, which places great demands on management and operational and financial infrastructure. As the staff and operations grow, the Company needs to implement effective planning and management processes in order to effectively implement the business plan in a rapidly evolving market. The Board is aware that a fast and strong market response may mean that the Company is experiencing delivery problems. Unless Ridercam manages these, it can have a material adverse effect on the Company's operations, financial position and results.
Any errors in the Group's products could lead to liability and claims for damages against the Group. The Group may be liable for damages caused by its products and it can not be excluded that such liability could adversely affect the Company's operations, financial position and results. Any disputes, damages or countervailing claims may adversely affect the Group's commercial reputation and lead to time consuming and costly legal processes and utilize management resources, which could have a material adverse effect on the Company's operations, financial position and results.
The Group's ability to compete effectively depends, inter alia, on its ability to protect, register and enforce its intellectual property rights. The company has not protected its brand. The Group also risks that its use of intellectual property rights infringes on any third party's intellectual property rights, including in connection with establishment in new geographic markets or new product technology areas. The costs incurred by the Group taking or defending legal action upon infringement may be significant, whether or not the claim is warranted. It is possible that a failed result for the Group causes the Group to pay royalties and damages and / or that the Group has to stop using intellectual property rights that infringe on the rights or applications of other intellectual property rights. If the Group can not effectively protect its intellectual property rights or if someone takes legal action against any company in the Ridercam Group, this could have a material adverse effect on the Group's operations, financial position and results. The Group is also dependent on know-how and business secrets, and strives to protect this information by, for example, maintaining privacy agreements with employees, consultants and partners. However, it is not possible to ensure complete protection against unauthorized disclosure of information, why competitors and others may access this information, which may lead to a reduction in value of the information or to the advantage of competitors, which could in turn have a significant negative impact on the Group's operations, financial position and results.
New laws and regulations, or changes regarding the applicability of existing laws and regulations relevant to the Group's business activities, may adversely affect the Company's operations, results and financial position.
The Group operates in a market that is partly surrounded by regulations and is influenced by policy decisions, especially in terms of health and safety of parts that are to be included on a trolley to a rollercoaster or other attractions, and which is therefore strongly influenced by changes in applicable laws, rules or new interpretations and applications made by these authorities. The Group must follow, and be affected by, comprehensive and complex laws at national, regional and local level. If the Group fails to comply with relevant laws and regulations or changes in laws and regulations, it may lead to restrictions on the Group's operations, increased operating costs or costs in the form of evidence or other sanctions arising from non-compliance. It may also mean that counterparties have the right to terminate or amend agreements entered into with the Group, which could have a material adverse effect on the Group's business operations, operating profit and financial position.
The Group is exposed to currency risks, both by making transactions in different currencies and by the Group operating in different currency zones. These risks can be divided into transaction risks and exchange risks. Transaction risks are risks associated with currency exchange losses, for example, by paying unpaid earnings in a foreign currency that drops in value as a result of the currency exchange rate fluctuating. The Group is exposed to transaction risks when the Group operates in different currency areas. Exchange risks are risks attributable to the value of assets and liabilities in foreign currencies that fluctuate as a result of fluctuations in the exchange rate of the specific currency. The Group is exposed to exchange risks when converting income statements and balance sheets from foreign subsidiaries to the Group's accounting currency. There is a risk that the measures taken by the Group to minimize currency risk are insufficient and that fluctuations in exchange rates thus have a material adverse effect on the Group's operations, financial position and results.
Credit risks mean the risk that the Group's counterparties will not fulfill their obligations to the Group. The Group's current and potential customers' financial position and counterparty's financial position may deteriorate so much that they can not fulfill their financial obligations on time or at all. In addition to credit risks attributable to the Group's customers, the Group is exposed to credit risks in relation to other counterparties. The ability of such counterparties to repayment can in turn depend on their customers financial position. If any counterparty is unable to fulfill its obligations to the Company or any of its subsidiaries, it may have a material adverse effect on the Group's operations, results and financial position.
Liquidity risk refers to the risk of insufficient cash to fulfill the Group's payment commitments, which consist mainly of current operating expenses and order-related trade payables. Certain order-related trade payables require bank guarantees, which in turn affect liquidity negatively. If the Group's cash and cash equivalents are obstructed, it could have a significant adverse effect on the Group's operations, financial position and results.
If the Company's corporate governance and internal control practices are not implemented or applied correctly, there is a risk that the Group will not be able to deliver the required financial information and effectively monitor the Group's operations, financial position and risk management. This risk increases as the number of companies in the Group increases. Insufficient and ineffective corporate governance or internal control can have a material adverse effect on the Group's operations, results and financial position.
It can not be excluded that the Group may be involved in any legal dispute or arbitration proceedings which have or had a significant effect on the Company's profit or financial position. The outcome of such a dispute could have a negative impact on the Company's operations, results and / or financial position.
The Group is dependent on key executives in senior positions and staff with special expertise. The Group's success is largely dependent on the Group's ability to continue to be an attractive employer. Any losses of key executives in management and / or specific business critical areas could adversely affect the Group's ability to pursue its strategy and development rate, which in turn could adversely affect the Group's operations, results and / or financial position.
The Group uses and is dependent on consultants in its operations. There is a risk that the use of consultants may lead to the conversion of consultancy assignments into employment in the Group, which could adversely affect the Group's operations, results and financial position.
There are no guarantees that the company will succeed in implementing its business concept as described in this document. The Group's ability to succeed in a competitive market requires efficiency, planning and project management systems. The Group's success is conditional on its ability to pair success with increased resources in control and control. Should the Group fail to meet this challenge, there is a risk that this could have a negative effect on the Group's operations, results and financial position.
The group conducts a partly international business with companies in a number of jurisdictions. The Group is therefore taxable in several jurisdictions. The Group conducts and reports its business activities in accordance with internal rules, together with advisors' interpretations of tax laws, regulations, administrative procedures and case law in the jurisdictions in which the Group operates. There is a risk that tax authorities and courts consider that the Group's interpretation of applicable tax laws, regulations, administrative procedures and case law is not correct. If this happens, it can significantly affect the Group's operations, results and financial position.
Changes in legislation regarding taxes related to entrepreneurship etc. (VAT included) as well as other tax rules, government fees, grants and subsidies may affect the terms of the Group's business operations. Since these rules have historically been subject to frequent changes, further changes are expected to occur in the future, potentially with retroactive effect. Such changes may have a significant negative effect on the Group's operations, results and financial position.
The company has applied for listing of the shares in Svensk handelsplats. The Swedish trading venue has a set of rules that include provisions that there must be conditions for sufficient supply and demand for an issuer's share in order to achieve a functioning price mechanism. The provisions mean that a sufficient proportion of the issuer's shares must be in general ownership and that an issuer must have sufficient number of shareholders, so-called distribution requirements. There is no guarantee that the Company's application for listing of the shares will be approved, unless the distribution or other listing requirements are met, the application for listing of the shares may be rejected. The shares may also be deregistered in the event that the Company does not live up to the distribution or other listing requirements in the future.
The company has not yet paid any dividends. The size of any future dividends depends on the Company's dividend policy, future earnings, financial position, cash flow and other factors. There is therefore a risk that dividends in the Company will not be proposed or decided in a certain year. Over the next few years, any surpluses will be reinvested in the operations to finance the Company's continued development. The Board is of the opinion that any dividend will in any case not be applicable for the 2018 fiscal year.
A few of Ridercam's shareholders own a significant share of the outstanding shares and votes in the Company. Consequently, these shareholders, individually or jointly, have the opportunity to exert a significant influence on matters requiring approval by the shareholders, including appointment and disposal of board members and any proposed mergers, consolidation or sale of assets and other corporate transactions. This ownership concentration may be detrimental to other shareholders, which may have other interests than majority shareholders.
It is not possible to anticipate investors' future interest in the Company's share. If an active and liquid trading is not developed, it may cause difficulties for shareholders to sell larger items within a tight period without the price of the share being adversely affected by the seller.
The shares are and will be affiliated with Euroclear Sweden's account-based system, consequently there are none and no physical stock certificates will be issued. The shareholders are therefore dependent on Euroclear Sweden's account-based system functionality.
The shares in the Company are admitted to trading on the Swedish trading venue, which is an alternative marketplace that does not have the same legal status as a regulated market. Companies whose shares are traded on a Swedish trading venue are not obliged to comply with the same regulations as companies whose shares are listed on a regulated market, but with a less extensive regulatory framework adapted to preferably smaller companies and growth companies. An investment in a company that is traded on a Swedish trading venue is more risky than an investment in a listed company since the same legal requirements are not imposed on companies in the NSvens trading venue.
The value of the Company's shares may increase but also decrease and there is a risk that investors will not receive all or part of the capital invested. A thorough analysis of the Company, its market and general information should therefore precede any investment in the Company. The company cannot predict the extent to which investors' interest in the Company will lead to a liquid market for trading in the shares being developed at the Swedish trading venue. If no active market for trading develops, investors can find it difficult to sell shares in the Company. Various factors other than the Company's control, for example but not exclusively market conditions in the stock market in general or in particular in the industry where the Company is active, actual or expected fluctuations in the Company's quarterly financial and operational results, the launch of new products and services by the Company or the Company's competitors, The issuance of new or amended reports or recommendations from securities analysts, sales of large shareholdings, new or outgoing key persons, regulatory developments, litigation and government inquiries, as well as financial and political conditions or events may cause fluctuations in the market price and demand for the Company's shares, which may limit or prevent investors from quickly selling their shares and otherwise adversely affect the liquidity of the Company's shares. The market for trading in the Company's shares may also be affected by investigations and reports on the Company or the Company's operations, which are published by industry
and securities analysts. If one or more of these analysts cease to follow the Company or do not publish regular reports, investors' insights into the Company's expected financial results may decrease, which may in turn lead to a fall in share price or trading volumes. In addition, the share price may fall if one or more of the analysts following the Company downgrade the shares or if the Company's earnings do not imply their expectations.
The company may seek additional capital to finance its ongoing operations or to make further investments. Such funding may be sought through a new issue of shares, warrants, other equity-related securities or convertible debt securities, which may result in a dilution of existing shareholders' share in the Company. There is also a risk that the Company will not be able to obtain funding under reasonable terms. If the Company would not receive funding under reasonable terms or if dilution occurs, it could have a material adverse effect on the market price of the shares at any given time.
When the Company's share will be listed and all shares become freely negotiable, the ownership structure may change over time. It can not be ruled out that the current composition of major shareholders may change in line with the Group's development, with the Group's business focus being able to deviate from that currently announced by the Group's Board of Directors.
Future and current investors in the Company should take into account that an investment is associated with high risk, both operational and financial, and that there are no guarantees that the stock price will develop positively. The share price development, in addition to factors attributable to the business, is dependent on a number of external factors that the Company is unable to influence.