The Board of
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
In addition, the Board of Directors of
Summary of the Rights Issue:
- The Board of Directors has today, pursuant to the authorisation granted by the Annual General Meeting held on
17 May 2023 , resolved to carry out the Rights Issue. Upon full subscription in the Rights Issue,SciBase will receive issue proceeds of approximatelySEK 15 million before deduction of transaction costs. -
The subscription price is set to
SEK 0.42 per unit, corresponding toSEK 0.42 per share. The warrants of series TO 2 are issued free of charge. -
All existing shareholders receives one (1) unit right for each share held on the record date on
19 April 2024 . Ten (10) unit rights entitle the holder to subscribe for three (3) units. One (1) unit consists of one (1) new share and five (5) warrants of series TO 2. -
If the Rights Issue is fully subscribed and upon full exercise of warrants of series TO 2, the Company is expected to raise up to an additional amount of approximately
SEK 75 million , before deduction of transaction costs. -
The shareholder
Morningside Group AB and Members of the Board of Directors and management have undertaken to subscribe for units representing approximately 16 percent of the Rights Issue. -
The record date for the Rights Issue is 19 April 2024 and the subscription period in the Rights Issue will take place during the period from and including
23 April 2024 until and including7 May 2024 . -
Warrants of series TO 2 can be exercised for subscription of shares during the period from and including
3 April 2029 until and including17 April 2029 .
Summary of the Directed Issue
- The Directed Issue comprises a total of 77,891,769 units at a subscription price of
SEK 0.42 per share, corresponding toSEK 0.42 per share. The warrants of series TO 2 are issued free of charge. -
Through the Directed Issue,
SciBase will receive issue proceeds of approximatelySEK 33 million before deduction of transaction costs. Ribbskottet AB ,Per Olof Ejendal AB , Kåre Gilstring,Robert Molander ,MLJK Konsult AB ,Klintemar Konsult AB ,Jesper Hoiland ,Fredrik Mattsson ,Stefan Hansson ,Theodor Invest AB andUlti AB will subscribe for units in the Directed Issue for an amount of approximatelySEK 24 million .-
Existing shareholders
Van Herk Investments B.V. ,Morningside Group AB ,Matt Leavitt ,Viktor Drvota andEric Terhaerdt will subscribe for units in the Directed Issue for an amount of approximatelySEK 9 million . -
If all warrants of series TO 2, issued in the Directed Issue, are fully exercised the Company is expected to raise up to an additional amount of approximately
SEK 164 million , before deduction of transaction costs. The Board of Director's resolution on the Directed Issue is conditional upon the approval by the EGM intended to be held on13 May 2024 . Notice to the EGM will be published through a separate press release.
"I am pleased that we have succeeded in securing our long-term financing and strengthened our owner base, which benefits all owners. I am grateful for the support we have from our existing owners and also welcome our new owners to
"
Background and rationale
The Company's priority is now to establish Nevisense as the standard in the US. This market accounts for three-quarters of the Company's addressable market, which means that it is where the greatest opportunities lie. Ahead of an expansive phase of scaling up sales in the US, the Company is working intensively to get more insurers to routinely reimburse the Nevisense procedure.
In parallel with the work in the US,
It is the Company's assessment that the existing working capital is not sufficient for the current needs during the coming twelve-month period. In order to ensure that the Company has sufficient working and development capital for the coming twelve-month period, the Board of Directors has on
Upon full subscription in the Rights Issue,
- Financing commercialization and reimbursement growth in the
U.S. , approximately 40 percent. - Financing investments in production and product development, approximately 20 percent.
- Financing working capital for other operating activities, such as sales, marketing, production and tied-up capital, approximately 40 percent.
In the event that all warrants of series TO 2 are exercised for subscription of shares, the Company will receive an additional approximately
- Financing accelerated commercialization globally by opening new markets in the EU and potentially
Asia , approximately 40 percent. - Financing the use of the Company's technology for new indications, such as various applications in the area of the skin barrier and possibly for the consumer market, approximately 40 percent.
- Financing potential acquisitions, approximately 20 percent.
The Rights Issue
Shareholders who are registered in the share register in
Each warrant of series TO 2 entitles the holder to subscribe for one (1) new share in the Company during the period
Provided that the Rights Issue is fully subscribed, the number of shares in
Shareholders who choose not to participate in the Rights Issue will, if the Rights Issue is fully subscribed, have their ownership diluted by up to approximately 23 percent (calculated on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received unit rights.
Upon full exercise of the warrants of series TO 2 the number of shares will further increase by 179,747,145 and the share capital will increase by
The last day of trading in
In the event that not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; and secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Complete terms and conditions for the Rights Issue as well as other information about the Company will be included in the prospectus that will be published in connection with the Rights Issue.
Preliminary timetable for the Rights Issue:
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Around | Announcment of the outcome of the Rights Issue |
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The Directed Issue
The Board of Directors has, subject to approval by the EGM, resolved on a new issue of 77,891,769 units with deviation from the existing shareholders' preferential rights. The units in the Directed Share Issue are issued at a subscription price of
Through the Directed Issue, the number of shares in
Upon full exercise of the warrants of series TO 2 issued in the Directed Issue, the number of shares will further increase by, 389,458,845 and the share capital will increase by
The Company's Board of Directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favourable for the Company and the shareholders to partially raise capital in the Capital Raising through the Directed Issue. Among other things, the Directed Issue reduces the need for guarantee commitments in the Rights Issue and thus also the fee to guarantors. The Directed Issue also contributes to strengthening the shareholder base in the Company with international institutional investors, which is considered positive in a long-term perspective. Since the subscription price in the Directed Issue was determined by the Board of Directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on
The newly issued shares and warrants in the Directed Issue are expected to be admitted to trading on Nasdaq First North Growth Market on
Notice to Extraordinary General Meeting
The Board of Directors' resolution regarding the Directed Issue is subject to approval by the EGM and that the EGM resolves to amend the limits of the share capital and number of shares in the Company's articles of association. The EGM is intended to be held on 13 May 2024 and the notice to the EGM will be announced through a separate press release.
Subscription commitments
The existing shareholder
No fee will be paid for the subscription undertakings. The subscription commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
Further information regarding the subscription commitments will be presented in the prospectus that will be published in connection with the Rights Issue.
Lock-up
Prior to the execution of the Capital Raising, the board of directors and management of the Company have entered into lock up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell financial instruments in the Company held prior to the Capital Raising for a period of 180 days from the settlement date of the Directed Issue.
Prospectus
Complete information regarding the Rights Issue and information about the Company will be provided in the prospectus that is expected to be published around 19 April 2024.
Advisors
For additional information, please contact:
This information is information that
Certified Advisor (CA):
Tel: +46 8 580 065 99
Email: ca@vatorsec.se
About
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at
The Company has been on the Nasdaq First North Growth Market exchange since
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the
This press release does not constitute an offer or solicitation to buy or subscribe for securities in
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
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