NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO,
Cash offer: The Initial Rights Issue offers 2,335,224 new shares ("New Shares") at a subscription price per share of
The Unit: Each shareholder as per the Record Date of
Use of funds: The net proceeds from the Units Rights Issue will be used to (i) further scaling of the core business, (ii) investment in the completion and commercialization of the cultivation factory, and (iii) repayment of debt.
Potential Debt conversion: In addition to the above, the Company has received commitments to conversion of debt of 3.1 mDKK. Conversion of debt is planned to take place in a separate, parallel directed issue (the "Directed Issue") on identical terms with the Initial Rights Issue. The three transactions in the Issue, as described above, are based upon existing authorizations, whereas conversion of debt in exchange for Units is conditional upon granting of authorization to do so at an Extraordinary General Meeting, due to be held on
TABLE OF CONTENT OF THIS ANNOUNCEMENT
- The Issue
- Background and rationale
- Timeline
- Detailed terms and conditions
- Precommitments
- Ownership structure
- Legal rights and obligations
- Other information
1: THE ISSUE
The Initial Rights Issue in brief:
- The subscription period of the Initial Rights Issue will commence on
24 May 2023 at9:00 a.m. CEST (Central EuropeanSummer Time = local Danish time) and will close on8 June 2023 at5:00 p.m. CEST (the "Subscription Period") -
The Subscription Price per share of
4.58 DKK is calculated using the last 10 days VWAP, prior to the date of this Announcement, less 45%. - Under the assumption of full subscription in the Initial Rights Issue, a total of 2,335,224 New Shares will be issued equivalent to gross proceeds of maximum 10.7 mDKK and net proceeds of 8.5 mDKK after deduction of transaction related costs of approximately 2.2 mDKK, of which 0.9 mDKK is guarantors commissions and 1.3 mDKK is other costs.
-
The minimum gross proceeds are 9.3 mDKK (86%) which is the sum of pre-subscription commitments of 3.2 mDKK (30%) and guarantee commitments of 6.1 mDKK (56%) which does not include the potential debt conversion referred to above. The minimum net proceeds are
7.1 DKK , which - together with the ongoing operational cash-flows - is expected to be sufficient to cover the Company's funding needs until the expected break-even by the end of 2023, ref. below.
The Warrant of series TO1 offer in brief:
- 1 (one) Warrant of series TO1 gives the right to subscribe for 1 (one) new share in the Company during the exercise period from 1 December to
14 December, 2023 (incl.). -
The exercise price of Warrants of series TO1 will be determined using the 10 day-VWAP prior to the first day of the exercise period, less 30%, with a minimum of
3.21 DKK per share (corresponding to the price per share of the Initial Rights Issue, less 30%) and a maximum of6.70 DKK per share. - Under the assumption of full subscription in the Initial Rights Issue, a total of 1,167,612 Warrants of series TO1 will be issued which will result in the issuance of 1,167,612 new shares in case of full subscription for the TO1 Warrants.
- Upon the assumption of full subscription and maximum price, the Warrants of series TO1 will bring in gross cash proceeds of 7.8 mDKK and net proceeds of approximately 7.1 mDKK after deduction of transaction related costs of 0.7 mDKK
-
Upon the assumption of full subscription at the minimum price, the Warrants of Series TO1 will bring in gross proceeds of 3.7 mDKK and net proceeds of approximately
3.3mDKK . -
The Warrant of Series TO1 are expected to be traded under the ISIN DK0062493532 from
20 June 2023 , which is also the expected first day of trading of New Shares from the Initial Rights Issue. The last day of trading of the Warrant of Series TO1 shall be12 December, 2023 .
The Warrant of series TO2 in brief:
- 1 (one) Warrant of series TO2 gives the right to subscribe for 1 (one) new share in the Company during the exercise period that is from 10 June to
21 June, 2024 (incl.). -
The exercise price of Warrant of series TO2 will be determined using the 10 day-VWAP prior to the first day of the exercise period, less 30%, with a minimum of
3.21 DKK price per share (equal to the minimum price of Warrant of Series TO1) and a maximum price of9.62 DKK corresponding to 3 times the minimum price. - Under the assumption of full subscription in the Initial Rights Issue, a total of 1,167,612 Warrants of series TO2 will be issued which will result in the issuance of 1,167,612 new shares in case of full subscription for the TO2 Warrants.
- Upon the assumption of full subscription and maximum price, the Warrants of Series TO2 will bring in gross proceeds of 11.2 mDKK and net proceeds of approximately 10.3 mDKK after deduction of transaction related costs of 0.9 mDKK.
- Upon the assumption of full subscription at the minimum price, the Warrants of Series TO2 will bring in gross proceeds of 3.7 mDKK and net proceeds of approximately 3.3 mDKK.
-
The Warrant of Series TO2 are expected to be traded under the ISIN DK0062493615 from
20 June 2024 , which is also the expected first day of trading of New Shares from the Initial Rights Issue. The last day of trading of the Warrant of Series TO2 shall be19 June 2024 .
2: Background and rationale
The business
- Category 1 and 2, Commercial and Regulatory assets:
- Category 3: Partnership assets:
- Category 4: Supply-Chain assets:
The use of funds
The company has identified three initiatives to which the funds from the Issue will be directed:
- Further scaling of the core business
- Investment in the completion and commercialization of the indoor cultivation facility
- Repayment of short-term debt
Risk factors
Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive Management reports quarterly to the Board of Directors on all important matters including risk management and findings. Although no guarantees can be given that other risks will not emerge and have negative adverse effect on the business, Management believes that the key risks can be summarized as follows:
Legal and regulatory risk: The Company requires permission from the
Operational Risk:
Function | Competencies | |
Chairman of the Board | Strategy, IT, legal governance | |
Søren Melsing Frederiksen | Board member | Strategy, sales and marketing, pharma industry experience |
Board member | Financial governance | |
CEO and co-founder | Leading strategy execution and tracks progress across all teams | |
Søren Kjær | Board member, co-founder and COO | Leading and completing the Danish facility |
CCO | Market expansion and sales | |
CFO | financial governance, IT and legal with new/existing partners |
Funding and financial risk: Although break-even is expected by end of 2023, the speed with which
Other risk:
3: TIMELINE
Preliminary Timetable for the Issue:
15 May 2023 : Announcement of Unit Right Issue17 May 2023 : Last date of trading shares with subscription rights22 May 2023 : First day of trading in Unit Rights23 May 2023 : Record Date24 May 2023 : First day of Subscription Period6 June 2023 : Last day of trading in Unit Rights8 June 2023 : Last day of Subscription Period12 June 2023 : Announcement of result of Initial Rights Issue16 June 2023 : Registration of capital increase20 June 2023 : First day of trading of New Shares as well as Warrants (TO1 and TO2)30 November 2023 : Announcement of exercise price on TO11 December 2023 : First day of exercise period for TO112 December 2023 : Last day of trading TO114 December 2023 : Last day of exercise period for TO17 June 2024 : Announcement of exercise price on TO210 June 2024 : First day of exercise period for TO219 June 2024 : Last day of trading TO221 June 2024 : Last day of exercise period for TO2
Admission to trading
The first day of trading in Unit Rights is on
After registration of the capital increase in the
4: DETAILED Terms and Conditions
Maximum and minimum offer
The Issue consists of a rights issue of Units in
Minimum proceeds from the Initial Rights Issue
In the case of subscription where only pre-subscribers and guarantors take part in the Initial Rights Issue, gross proceeds will amount to approximately 9.3 mDKK and net proceeds to approximately 7.1 mDKK, after costs related to the issue of approximately 2.2 mDKK, including guarantor provisions. The net proceeds from the Initial Rights Issue in case of only pre-subscribed and guaranteed amounts is deemed to be sufficient for the Company to carry out its planned activities.
Record date
Each shareholder (as per the Record Date of
Subscription/exercise Periods
The Subscription Period for Units commences
Announcement of exercise price of warrants
The Company will publish the exercise price of the TO1 and the TO2 respectively on the day before the first day of the exercise period which will be
Trading and exercise of Unit Rights
The Unit Rights have been approved for admission to trading on Nasdaq First North Growth Market Denmark with ISIN DK0062493458 and will be traded in the ISIN code under the symbol "STENO UR" from
Subscription with Unit Rights
Holders of Unit Rights wishing to subscribe for Units must do so through their own custodian institution or financial intermediary, in accordance with the rules of such institution. The deadline for notification of exercise depends on the holder's agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the Subscription Period. Once a holder has exercised its Unit Rights, the exercise may not be revoked or modified. During the Rights Trading Period, holders of Unit Rights who do not wish to exercise their Unit Rights to subscribe for Units may sell their Unit Rights on Nasdaq First North Growth Market Denmark, and a purchaser may use the acquired rights to subscribe for Units. Holders wishing to sell their Unit Rights should instruct their custodian institution or other financial intermediary accordingly.
In connection with the Issue, the minimum number of Units that a holder of Unit Rights may subscribe for will be 1 (one) Unit, resulting from the holding of 10 Unit Rights (corresponding to 10 existing shares) and the payment of the Subscription Price of 2 (two) New Shares. The number of Units that a holder of Unit Rights may subscribe for is not capped. However, allocation is only guaranteed for Units subscribed with the use of Unit Rights.
Any unused Unit Rights (i.e. Unit Rights that are not exercised during the Subscription Period or sold before the last day of trading) will lapse with no value, and the holder of such Unit Rights will not be entitled to compensation.
Temporary Units
Upon exercise of Unit Rights and payment of the Subscription Price, Temporary Units will be issued and recorded on subscribers' account with VP Securities (Euronext Securities Copenhagen). The Temporary Units will be issued with ISIN code DK0062493375. The Temporary Units will not be admitted to trading on Nasdaq First North Growth Market Denmark under the temporary ISIN code. The temporary ISIN code is, thus, registered in VP Securities solely for the subscription of New Shares and allocation of Warrants. The Temporary Units will be held in VP Securities until the New Shares are registered with the
Subscription for remaining units
The general public and existing shareholders can subscribe for any remaining units not subscribed for with support from Unit Rights. Such remaining units will be subscribed for on the same terms, including dates, as for those subscribing using Unit Rights. Subscription shall be made on a subscription form, which is available on the Company's website (www.stenocare.com) and Gemstone's website (www.gemstonecapital.com). The subscription form shall be filled out and submitted to the account holders own bank according to their respective instructions. It is also possible to subscribe for shares digitally through
Plan of distribution and allotment
Allocation of subscribed units will be decided by
- Subscription with support of Unit Right
- Subscription for remaining units (without support of Unit Right)
- Guarantors called (if applicable)
- Conversion of debt (ref below)
Potential separate parallel directed issue of Units (the "Directed Issue")
All conversion of debt against Units (shares and Warrants as in the Issue) is subject to granting of authorizations required at an upcoming Extraordinary General Meeting due to be held on the date of
All conversion will take place in a separate parallel Directed Issue of Units on identical terms with the Issue.
The following additional new shares, warrants (and proceeds from exercise thereof) may be realized as a result of conversion of debt of
- Up to 874.226 additional shares to be issued based upon conversion of the Debt
-
Up to 437,113 additional TO1 Warrants to be issued based upon conversion of Debt. If/when exercised, these Warrants may lead to the issue of 437,113 additional shares and additional proceeds of up to 2.9 mDKK in case of full exercise of TO1 at the maximum price and up to 1.4 mDKK in case of full exercise of TO1 at the minimum price.
- Up to 437,113 additional TO2 Warrants to be issued based upon conversion of Debt. If/when exercised these Warrants may lead to the issue of 437.113 additional shares and additional proceeds of up to 4.2 mDKK in case of full exercise of TO2 at the maximum price and up to 1.4 mDKK in case of full exercise of TO1 at the minimum price.
Therefore, in case of full conversion of debt in the Directed issue and full subsequent subscription for shares upon exercise of the related TO1 and TO2, the Directed Issue may result in the issue of up to 1,748,452 additional new shares. Due to the fact that conversion of debt is subject to approval at the imminent Extraordinary General Meeting and given that the Issue is not linked to or conditional upon conversion of debt, the shares issued from debt conversion and potential proceeds from exercise of Warrants issued to debt holders are not generally counted in this Announcement.
Withdrawal of applications of subscription
Instructions to subscribe for Units with Unit Rights or subscriptions for remaining units are irrevocable. However, in the event that a supplement to this announcement is published by the Company during the time for trading in pre-emptive rights and or the Subscription Period, investors shall have the right to withdraw subscription made for New Units within two (2) business days from publishing of such information.
Announcements of the results of the Initial Rights Issue
The results of the Initial Rights Issue will be communicated in a company announcement expected to be published
Dilution
As at the date of this Announcement, the Company's registered share capital had a nominal value per share of
Shareholders who do not participate in any part of the Issue can experience a dilution of a maximum of 28.6 percent if all the steps in the Issue are subscribed and exercised at maximum, dilution from the potential directed issue is not included in the above percentage.
5: PRECOMMITMENTS
The company has secured the Initial Rights Issue to 86.5 % through a combination of pre-subscription and guarantees (not counting the separate, contemplated conversion of debt) as shown below:
DKK | Percentage of total | |
Pre-Subscription commitment | 3,208,600 | 30.0% |
Guarantee commitment | 6,047,663 | 56.5% |
Total cover | 9,256,263 | 86.5% |
Pre-Subscription commitments
The Company has received legally binding written subscription commitments from Board members, members of the management team and other external investors. The subscription commitments amount to approximately 3.2 mDKK in cash, which corresponds to approximately 30 percent of the Initial Rights Issue.
All investors who have entered into pre-subscription commitments in the Initial Rights Issue are guaranteed full allotment in accordance with their respective commitments. Pre-subscription commitments have not been secured through advance transaction, bank guarantee or similar. The pre-subscription commitments are not associated with any compensation. Subscription in accordance with the pre-subscription commitments are made to the same terms as in the Issue. The full list of pre-subscribers and their subscription amounts are set out in the table below.
Company | Pre-subscription Commitment (DKK) | Share of Initial Rights Issue | Affiliation with the Company | ||
Søren Kjær |
MS Kjær | 1,000,000 | 9.3% | COO, Co-Founder and Board Member | |
638,600 | 6.0% | New Shareholder | |||
550,000 | 5.1% | CEO and Co-Founder | |||
400,000 | 3.7% | Existing Shareholder | |||
200,000 | 1.9% | CFO | |||
200,000 | 1.9% | Non-executive Chairman of the Board | |||
120,000 | 1.1% | Existing shareholder | |||
Søren Melsing Frederiksen | 100,000 | 0.9% | Non executive Board Member | ||
Total | 3,208,600 | 30.0% |
The pre-subscriber's commitments in relation to the Initial Rights Issue is documented in separate bilateral agreements, but are not secured through advance transactions, bank guarantees or similar.
Guarantee commitments
The Company has received legally binding written guarantee commitments for a total of approximately 6.0 mDKK, which corresponds to approximately 56.5% percent of the Initial Rights Issue. Guarantee commitments are exchanged for binding subscription in the Initial Rights Issue to the extent the Initial Rights Issue is not subscribed for in cash by pre-subscription and public subscription.
Out of the total guarantee commitments, approximately 5.3 mDKK (50 percent) are guarantee commitments in which the guarantors commit to subscribe for any remaining units in the Initial Rights Issue, from 30% subscription up to 80% in the Initial Rights Issue. Any activated guarantee subscription will be shared amongst all participants pro-rata. The guarantee commitments from 30-80% carry a commission of 14.6% percent. The same dynamics apply pro-rata for the guarantors participating in the 80-100% range against a commission of 20%. The guarantee commission will be paid/settled by the company.
The following guarantors have made commitments;
Company | Range | Guarantee commitment (DKK) | Share of the Initial Rights Issue | |
30-80% | 2,331,775 | 21.8% | ||
30-80% | 1,165,888 | 10.9% | ||
30-80% | 750,000 | 7.0% | ||
Selandia Alpha Invest A/S | 30-80% | 250,000 | 2.3% | |
30-80% | 200,000 | 1.9% | ||
30-80% | 200,000 | 1.9% | ||
Fredrik Åhlander | 30-80% | 150,000 | 1.4% | |
Henrik Amilon | 30-80% | 50,000 | 1.4% | |
30-80% | 50,000 | 1.4% | ||
Total (30-80%) | 30-80% | 5,347,663 | 50.0% | |
80-100% | 500,000 | 4.7% | ||
80-100% | 150,000 | 1.4% | ||
Henrik Amilon | 80-100% | 50,000 | 0.5% | |
Total (80-100%) | 80-100% | 700,000 | 6.5% | |
Total | 6,047,663 | 56.5% |
The guarantor's commitments in relation to the Initial Rights Issue is documented in separate bilateral agreements, but are not secured through advance transactions, bank guarantees or similar.
Apart from certain guarantors being loan-holders and/or shareholders, all guarantors are in an arms-length relationship with the Company, the Certified Advisor as well as the Financial Advisor. All guarantors are aware that if they are also shareholders, they must also exercise their subscription rights in order to serve as guarantors.
Potential conversion of debt
Company | Conversions (tDKK) | Share of Initial Rights Issue | |
600 | 5.6% | ||
416 | 3.9% | ||
300 | 2.8% | ||
240 | 2.2% | ||
Fredrik Åhlander | 197 | 1.9% | |
Total | 1,753 | 16.4% | |
Leasehold Creditor | 1,330 | 12.4% | |
Total | 3,083 | 28.8% |
6: SHARE CAPITAL AND OWNERSHIP STRUCTURE
Time of announcement | Initial Rights Issue | |||||||
Minimum subscription | Maximum subscription | |||||||
Shares | Owner-ship | New shares | Total shares | Owner-ship | New shares | Total shares | Owner-ship | |
1,645,497 | 14.1% | 26,200 | 1,671,697 | 12.2% | 26,200 | 1,671,697 | 11.9% | |
1,449,136 | 12.4% | 120,087 | 1,569,223 | 11.5% | 120,087 | 1,569,223 | 11.2% | |
MS Kjær | 1,411,763 | 12.1% | 218,340 | 1,630,103 | 11.9% | 218,340 | 1,630,103 | 11.6% |
254,807 | 2.2% | - | 254,807 | 1.9% | - | 254,807 | 1.8% | |
14,308 | 0.1% | 43,668 | 57,976 | 0.4% | 43,668 | 57,976 | 0.4% | |
89,867 | 0.8% | 21,834 | 111,701 | 0.8% | 21,834 | 111,701 | 0.8% | |
1,667 | 0.0% | - | 1,667 | 0.0% | - | 1,667 | 0.0% | |
53,688 | 0.5% | 43,668 | 97,356 | 0.7% | 43,668 | 97,356 | 0.7% | |
Free float | 6,755,393 | 57.9% | 1,547,221 | 8,302,614 | 60.6% | 1,861,427 | 8,616,820 | 61.5% |
Total | 11,676,126 | 100.0% | 2,021,018 | 13,697,144 | 100.0% | 2,335,224 | 14,011,350 | 100.0% |
Note to table above: When calculating the minimum number of New Shares the guarantors and pre-subscribers have been included.
Change of share capital
At the assumption of a fully subscribed Initial Rights Issue, the number of shares in the Company will increase by a maximum of 2,335,224 New Shares, from 11,676,126 shares to 14,011,350 shares and the share capital will increase by a maximum of
7: LEGAL RIGHTS AND OBLIGATIONS
The shares' transferability and lock-up
As at the date of this Announcement, there are no general restrictions in the transferability of the shares or Warrants. However, members of the Board of Directors, Management and Founders, who prior to the Issue own approximately 40 percent of the shares in
General rights attached to the New Shares
The New Shares will have identical rights as the existing shares. These include voting rights, right to receive dividend, the right to participate in the proceeds in case of a dissolution or liquidation of the Company. The Warrants do not give the holder such rights before being exercised and the resulting shares are issued. Further, all shares have equal rights in the event of insolvency, liquidation or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022).
The New Shares expected to be issued in connection with the Issue are ordinary shares and no shares of the Company carry special rights. At General Meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder at the record date. The record date is one week before the general meeting is held. The Warrants do not give any voting rights until the Warrant has been exercised into an ordinary share.
Rights to dividend
The New Shares will, when fully paid up and registered with the
Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to holders of shares who are not residing in
Dividends which have not been claimed by shareholders within three (3) years from the time they are payable will in accordance with applicable Danish law be forfeited and will accrue to the Company.
Pre-emptive subscription rights
Under Danish law, the shareholders generally have pre-emptive subscription rights if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive subscription rights of the shareholders are subject to exceptions due to authorizations granted by the general meeting.
8: OTHER INFORMATION
Compliance
Any holders of Unit Rights that exercise any of their Unit Rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising Unit Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Issue procedures set forth in this Announcement. Upon expiry of the Subscription Period, any Unit Rights not exercised will lapse without value, and the holders of lapsed Unit Rights will not be entitled to any compensation.
Every investor should be aware of that their respective bank/financial institute may classify subscription of unit as a complex product and may therefore request information from the investor before subscription can be carried out.
Legal regulations
The New Shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company's Articles of Association as at the date of this Announcement.
Tax considerations
An investment in the Issue may result in tax consequences for the investor.
Withdrawal and delay of the Issue
The Company is not allowed to withdraw the Issue. However, it may delay or suspend the Issue in the event that the registration of the New Shares is refused by the
Conflicts of interest
Gemstone has a financial interest in the Company as a result of their holdings of shares in
Miscellaneous
Group relations
The Company's share capital is fully paid up. The Company is registered in the
Key people and advisers
Board of Directors
| Management
|
Issuing Agent and Settlement Agent | Selling Agent (DK and SE) |
Certified adviser Hoffingergasse 16/1/1, | Legal Adviser | Financial adviser Gemstone Strandvejen 60, DK-2900 Hellerup |
For further information, please contact:
STENOCARE A/S CEO, Tel: +45 31 77 00 60email: info@stenocare.com | Gemstone Managing Partner, Søren Tel: (+45) 3322 0700 email: info@gemstonecapital.com |
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