The Board of Directors of
"Calmark has grown strong during the pandemic, with 8 new employees, two new subsidiaries in
Summary of the new share issues:
- The Board of Directors of Calmark has, on the authority of the Annual General Meeting of
18 May 2021 , resolved to raise capital totaling approximately MSEK 27, by means in part of the Rights Issue of approximately MSEK 24.9 and in part of the Directed Issue of approximately MSEK 2.1. -
The terms of the Rights Issue entail that one (1) new B share will be issued for every six (6) existing shares held, which implies that no more than 4,611,064 B shares will be issued in the Rights Issue at a price of
SEK 5.40 per B share. The Rights Issue provides the Company approximately MSEK 24.9 in proceeds before issuance costs. -
The subscription period of the Rights Issue is between
9 November 2021 and23 November 2021 . Subscription rights that are not exercised during the subscription period become invalid and expire worthless. -
The record date for participation in the Rights Issue is
5 November 2021 . The last day of trading in the B share with the right to participate in the Rights Issue is3 November 2021 . Participants in the Directed Issue will not receive the newly subscribed B shares prior to the record date and will thus not be eligible for subscription rights to participate in the Rights Issue. -
The Directed Issue comprises 388,936 B shares, issued at a price of
SEK 5.40 per B share. The Company has obtained binding subscription commitments in the Directed Issue fromGainbridge Capital .Gainbridge Capital , which is a wholly-owned subsidiary ofSpotlight Group AB , operates the Gainbridge Novus Nordic fund focusing on Nordic growth companies. - The total issuance costs are estimated to amount to approximately MSEK 2.5.
-
The complete terms and instructions for the Rights Issue and other information about the Company will be set out in the information memorandum that is expected to be published about
8 November 2021 .
Background and rationale
Calmark is in the midst of the market launch of the CE marked tests Neo-Bilirubin and COVID19-LDH. The Company's delivery capacity has been good in relation to the level of orders seen last year, but the Company is now in a new situation, with great interest from volume markets. Orders for demonstration units have been received from
RATIONALE
The rationale for the Rights Issue amounting to approximately MSEK 24.9 before issuance costs is primarily to obtain resources to finance the market launch of Neo-Bilirubin and COVID19-LDH, with a focus on expanding the production capacity for the instruments and on building inventory.
USE OF PROCEEDS
The net proceeds from the Rights Issue (up to approximately MSEK 22.4, less issuance costs and fees for guarantee commitments amounting to approximately MSEK 2.5 in total) are planned to be allocated according to the following priority order and scope:
- Expand production capacity and build inventory: approximately 50 percent
- Operating costs and capital buffer: approximately 30 percent
- Adapt the organization to the rate of growth: approximately 20 percent
In the Board of Directors' assessment, the existing working capital is not sufficient to cover the current needs for the coming 12 months. The Board of Directors estimates that the net proceeds from the Rights Issue of MSEK 22.4 will be sufficient to finance the working capital requirement for the operations over the next 12 months. The Rights issue is guaranteed up to 80 percent of the initial issue amount by means of subscription commitments and guarantee commitments. The provided subscription commitments and guarantee commitments are, however, not covered by any advance transactions, bank guarantees, blocking of funds, pledging or similar arrangements.
The Rights issue
On
Registered shareholders of the Company on the record date,
Subscription of B shares without the exercise of subscription rights shall also be possible. In the event that not all new B shares are subscribed for by exercise of subscription rights, the Board of Directors shall, within the highest amount of the Rights Issue, resolve on allotment of shares according to the following: Allotment shall be made firstly to those who have subscribed for B shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not), pro-rata on the basis of their subscription by exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Secondly, to those who have expressed interest in subscription of B shares without exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Ultimately, to those who have made guarantee commitments to subscribe for B shares, pro-rata on the basis of their guarantees given.
The subscription period is between Tuesday,
The dilutive effect for those shareholders who choose not to participate in the Rights Issue amounts to approximately 14.3 percent of the capital (calculated as the number of new shares due to the Rights Issue divided by the total number of shares in the Company after a fully subscribed Rights Issue) and approximately 12.6 percent of the votes (calculated as the number of new votes due to the Rights Issue divided by the total number of votes in the Company after a fully subscribed Rights Issue).
Subscription commitments and guarantee commitments
The Rights issue is covered by subscription commitments and guarantee undertakings corresponding to 53.8 percent and 26.2 percent of the full amount, respectively. In total, approximately 80 percent of the Rights Issue is hence covered by subscription commitments and guarantee undertakings. Subscription commitments have been received from a number of existing shareholders in the Company, including
Information memorandum
The Company will prepare an information memorandum for the Rights Issue, where the complete terms and other information about the Rights Issue will be set out. The information memorandum is projected to be published on the Company's website on
Preliminary timetable, all dates referring to 2021
The following timetable for the Rights Issue is preliminary and may be subject to change.
3 November | The last day of trading in the B share with the right to participate in the Rights Issue |
4 November | The first day of trading in the B share without the right to participate in the Rights Issue |
5 November | Record date for participation in the Rights Issue. Shareholders registered in the shareholder registry on this date will receive subscription rights. |
8 November | Estimated date of publication of the information memorandum |
9 November-18 November | Trading in subscription rights |
9 November-23 November | Subscription period |
9 November until the registration of the Rights issue with the Swedish Companies Registration Office | Trading in BTA B (paid subscribed shares) |
29 November | Estimated date of announcement of the outcome of the Rights Issue |
The Directed Issue
Calmark's Board of Directors, on the authority of the Annual General Meeting of
The Directed Issue comprises 388,936 B shares, issued at a price of
The reason for the deviation from the shareholders' preferential rights is that the Board of Directors considers that Calmark's future development would benefit from a strengthened ownership structure and wants to take advantage of the opportunity to raise working capital for the Company under favourable conditions.
The newly issued B shares in the Directed Issue are expected to be admitted to trading on
The Company's shares and share capital following the issues
Provided that the Rights Issue and the Directed Issue are subscribed in full, the Company's share capital will amount to
Bringing forward of quarterly report Q3 2021
Calmark furthermore hereby announces that the date of publication of the interim report for the third quarter of 2021 will be brought forward as a consequence of the new issues. The interim report will be made public on
Advisers
Stockholm Corporate Finance is financial adviser and Moll Wendén Advokatbyrå legal adviser in conjunction with the Rights Issue.
For more information, please contact:
Telephone: +46 70 213 25 35
E-mail: anna.soderlund@calmark.se
www.calmark.se
This information is information that
THE INFORMATION HEREIN IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO
About Calmark
About Stockholm Corporate Finance,
Stockholm Corporate Finance is an independent and privately owned financial advisor offering qualified advisory services related to capital raisings, changes in ownership, and mergers and acquisitions (M&A) to listed and privately held companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which consists of 49 M&A advisors and investment banks in 36 countries. Stockholm Corporate Finance is an investment firm under the supervision of the
Important information
The information in this press release does not constitute an offer to acquire, subscribe for, or by any other means trade in, shares or other securities issued by the Company. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than
The information in this press release may not be released, published or distributed, directly or indirectly, in or into
No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the "
This press release may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "consider", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from what is expressed in the forward-looking statements. Neither the Company, nor anyone else, undertakes any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as otherwise required by law or by
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