Reference is made to the stock exchange announcement made byDLTx ASA ("DLTx " or the "Company") on27 February 2023 regarding the Company's attempts to raise equity capital. The Company is pleased to announce thatDLTx has entered into an investment agreement on10 April 2023 with a group of Norwegian investors ("Subscribers") ("Investment Agreement") whereas Subscribers undertake to subscribe for 25,500,000 shares in the Company through a private placement of new shares in the Company directed towards the Subscribers based on the terms in the Investment Agreement ("Private Placement") in combination with 12,750,000 warrants ("Offer Warrants"). The net proceeds from the Private Placement will mainly be used for working capital purposes. In accordance with the Investment Agreement, the Subscribers have undertaken to subscribe for 25,500,000 new shares in the Company (the "New Shares" or "Offer Shares ") at a subscription price equal toNOK 1.00 per New Share (the "Subscription Price") raising gross proceeds ofNOK 25,500,000 . For each New Share allocated each subscriber shall receive 0.5 Offer Warrants with an exercise price ofNOK 0.60 . Each Offer Warrant shall when exercised give the right to receive one (1) share in the Company. The Offer Warrants must be exercised within 3 years from the settlement date, otherwise the Offer Warrants will lapse. The issuance of the New Shares will be resolved by the Company's board of directors (the "Board") on or about14 April 2023 pursuant to an authorization granted by the annual general meeting on9 June 2022 . Pursuant to the Investment Agreement the Subscribers obligation to subscribe for the New Shares in the Private Placement is subject to the following conditions (jointly, the "Conditions"): (i) the Board resolves to issue the Offer Shares, (ii) the Board having called for an extraordinary general meeting of the Company (the "EGM") to resolve to issue warrants, elect a new board member, change of company name and repair offering, (iii) the Company has until the settlement date for the Private Placement (i) not issued or agree to issue shares or any financial instruments which may be converted to shares, (ii) not incurred any material liabilities outside ordinary course, (iii) not increased the compensation to any employees, officers or directors, (iv) not agreed to acquisitions or sale of material assets, including subsidiaries. The Company intends to send the notice to the EGM on or about14 April 2023 so that the EGM can be held on or about5 May 2023 . Information on the new Board and company name will be included in the EGM notice. Equal treatment The Private Placement implies a deviation from the pre-emptive rights of the Company's existing shareholders. When resolving to conditionally complete the Private Placement, the Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, Oslo Børs' Circular no. 2/2014 and the rules on equal treatment under Oslo Rule Book II for companies listed on theOslo Stock Exchange , and is of the opinion that the contemplated Private Placement is in compliance with these requirements. By structuring the equity raise as a private placement, the Company was able to complete a transaction in an efficient manner and secured the Company's immediate funding need. As a consequence of the Private Placement structure, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from. As further set out below, the Board currently intends to carry out a subsequent offering to limit the dilutive effect of the Private Placement on the Company's existing shareholders. Subsequent Offering The Company may, subject to (i) completion of Private Placement, (ii) approval of the EGM, (iii) the preparation and publication of a prospectus, (iv) as well as prevailing market conditions, resolve to carry out a subsequent repair offering of up to 5,000,000 new shares (the "Subsequent Offering") at the Offer Price in the Private Placement (i.e.NOK 1.00 per share, including 0.5 warrants). The Subsequent Offering will be directed towards existing shareholders in the Company as of5 April 2023 (as registered in the VPS two trading days thereafter, i.e.12 April 2023 ), who (i) were not allocatedOffer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other thanNorway ) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. Over-subscription will be permitted for Eligible Shareholders. Subscription without subscription rights in the Subsequent Offering will not be permitted. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus. Prospectus The Offer Shares will initially be delivered on a separate ISIN as the listing of the T Offer Shares requires the preparation and publication of the prospectus (the "Prospectus") approved by theNorwegian Financial Supervisory Authority before such shares can be listed on theOslo Stock Exchange , currently expected duringAugust 2023 . The Prospectus is contemplated to be a combined prospectus for listing of the Offer Shares and for a contemplated Subsequent Offering being approved by theNorwegian Financial Supervisory Authority and published. Through the Private Placement, the Company's financial capacity will be strengthened, and the Board considers entering into the Agreement and conducting the Private Placement as the only real alternative for the Company. For further information, please contact:Roger Lund , acting Managing Director, +47 95 16 11 13 The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation. Thisstock exchange announcement was published byRoger Lund , Managing Director, at the time and date provided.
Click here for more information
© Oslo Bors ASA, source