NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
The Issues in short
- The subscription price in the Directed New Issue amounts to
SEK 1.4 and has been determined through an accelerated bookbuilding process performed byDanske Bank A/S, Danmark, Sverige Filial (“Danske Bank ”). Through the Directed New Issue, the Company receives approximatelySEK 54 million before transaction costs. - The Directed New Issue was subscribed for by several new Swedish and international investors, as well as a number of existing owners, such as Rutger Arnhult via
M2 Asset Management AB , andJan Ståhlberg . - The Rights Issue comprises up to 91,285,230 new shares and upon full subscription, the Company may receive a maximum of approximately
SEK 128 million before transaction costs. The subscription price in the Rights Issue corresponds to the subscription price in the Directed New Issue, i.e.SEK 1.4 per share. - The Company's shareholders have preferential rights to subscribe for new shares in the Rights Issue, whereby each existing share will entitle to 1 subscription right and 7 subscription rights entitle to subscription of 3 new shares. Shares subscribed for in the Directed New Issue do not confer preferential rights to subscribe for shares in the Rights Issue.
- The record date for participation in the Rights Issue is
11 November 2021 . The last day of trading in Guard Therapeutics’ share with the right to participate in the Rights Issue is9 November 2021 . - The subscription period for the Rights Issue is 15 –
29 November 2021 . - Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period 15 –
24 November 2021 . - The Rights Issue is 100 percent covered by declarations of intent to subscribe from the Company’s largest shareholders.
- The Issues are subject to approval at the Extraordinary General Meeting
8 November 2021 . Notice to the Extraordinary General Meeting will be announced in a separate press release. - In connection with the Issues, the Company has agreed to a lock-up undertaking on future share issuance for a period of 180 days from the announcement of the Directed New Issue, subject to customary exceptions. In addition, the Board of Directors, as well as the CEO and CFO, have undertaken not to sell any shares in
Guard Therapeutics during the same period, subject to customary exceptions.
The Directed New Issue
On
The new shares issued in conjunction with the Directed New Issue will be registered with Swedish Companies Registration Office after the record date of the Rights Issue and thus do not entitle to participation in the Rights Issue.
The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, accrue to those investors who have registered an interest in the bookbuilding process. The investors in the Directed New Issue include inter alia Rutger Arnhult, via
The reason for deviating from the shareholder’s preferential rights in the Directed New Issue are to, in a time- and cost-effective manner, raise necessary capital in order to be able to carry out a larger upcoming phase 2 study of the investigational drug ROSgard, and to further diversify the Company's shareholder base. The Board of Directors’ overall assessment is thus that the reasons for carrying out the Directed New Issue with deviation from the shareholders’ preferential rights overweighs the principal rule that new share issues shall be carried out with preferential rights for existing shareholders and that a new share issue with deviation from the shareholders’ preferential rights, in combination with the Rights Issue, is most favourable for
The Rights Issue
On
The record date for participation in the Rights Issue is
Shareholders who are registered shareholders of the Company on the record date,
If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares; and secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of shares. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
The Rights Issue entails a dilution effect of approximately up to 26.6 percent in relation to the number of shares in the Company after the Directed New Issue and the Rights Issue. The total dilution effect of the Issues amounts to approximately up to a maximum of 37.9 percent based on the total number of shares and votes in
Rutger Arnhult, via
Use of proceeds from the Issues
The issue proceeds from the Issues, which upon full subscription in the Rights Issue may amount to a total of approximately
- Direct clinical study costs linked to the planned clinical phase 2 study in cardiac surgery and expansion of the clinical program of ROSgard to kidney transplantation, approximately 70%.
- Additional CMC- and preclinical development, approximately 15%.
- Other operating activities, approximately 15%.
Transaction costs related to the Issues
Transaction costs related to the Issues are estimated to amount to a total of approximately
Lock-up undertakings
In connection with the Issues, the Company has agreed to a lock-up undertaking on future share issuance for a period of 180 days from the announcement of the Directed New Issue, subject to customary exceptions. In addition, the Board of Directors, as well as the CEO and CFO, have undertaken not to sell any shares in
Extraordinary General Meeting
The Board of Directors’ resolutions on the Issues are subject to approval from the Extraordinary General Meeting on
Prospectus
Complete terms and conditions for the Rights Issue and other information of the Company will be stated in the EU Growth Prospectus which is expected to be published by the Company around
Bringing forward of the interim report for the third quarter of 2021
Due to the Rights Issue, the Board of Directors of
Preliminary time plan for the Rights Issue
Announcement of the interim report for the third quarter of 2021. | |
Extraordinary General Meeting. | |
Last day of trading in the share including right to participate in the Rights Issue. | |
First day of trading in the share excluding right to participate in the Rights Issue. | |
Estimated day for publication of prospectus. | |
Record date for participation in the Rights Issue, i.e. shareholders who are registered in the share register as of this day will receive subscription rights for participation in the Rights Issue. | |
15 November – | Trading in subscription rights on Nasdaq First North Growth Market. |
15 November – | Subscription period. |
Announcement of the outcome of the Rights Issue. |
Advisers
In connection with the Issues, the Company has retained
For further information, please contact:
Tobias Agervald, CEO
Telephone: +46 8 670 65 51
E-mail: info@guardtherapeutics.com
About
Certified Adviser is
This is information that
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer, or the solicitation of an offer, to acquire or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed New Issue. However, a prospectus, corresponding to an EU growth prospectus, regarding the Rights Issue described in this press release will be prepared by the Company. The prospectus shall be reviewed and approved by the
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Issues must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Issues. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to 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, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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