COMPANY ANNOUNCEMENT - No. 14-2022 – Inside information - 15 June 2022
MAY NOT BE PUBLISHED, DISTRIBUTED OR DELIVERED FULLY OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO
BIRKERØD,
The gross proceeds from a fully subscribed Minimum Offer is
The Minimum Offer of
In connection with, but not part of, the Offering, management will exercise warrants at a value of minimum
In addition to the Offering,
Terms of the Offering
- The offer is carried out as a rights issue, where a minimum of 158,507 shares are offered (the “Minimum Offer”) and a maximum of 317,008 shares (the “Maximum Offer”) with a nominal value of
DKK 1 . -
Shares in the Offering are offered with pre-emptive rights for the Company's Existing Shareholders. Existing Shareholders will be allotted one (1) subscription right for each (1) existing share that the shareholder owns at the time of allotment on
22 June 2022 at5.59 pm (CET) . Ten (10) subscription rights give the holder right to subscribe for one (1) new share inViroGates . -
The new shares are offered at
DKK 60 per share with a nominal value ofDKK 1 . The subscription price corresponds to a discount of approximately 25% compared to the 30 days volume-weighted average price (“VWAP”) on Nasdaq First North Growth Market Denmark. -
The subscription period runs from
23 June 2022 at9.00 am (CET) to6 July 2022 at5.00 pm (CET) ("the Subscription Period "). - Shares which have not been subscribed for by Existing Shareholders, or by acquirers of subscription rights, before the expiry of the Subscription Period ("Remaining Shares"), may be subscribed without compensation to the holders of unused subscription rights by Existing Shareholders or new investors who have applied to subscribe before the expiry of the Subscription Period.
-
Completion of the Offering is conditional upon that the Minimum Offer, with gross proceeds of
DKK 9,510,420 , is subscribed. The Minimum Offer is secured through binding subscription undertakings and underwriting undertakings for a total ofDKK 9,510,420 corresponding to 100% of the Minimum Offer and 50% of the Maximum Offer. -
Gross proceeds from the Maximum Offer amounts to
DKK 19,020,480 million and net proceeds ofDKK 17.6 million after deduction of costs related to the Maximum Offer estimated atDKK 1.4 million . Gross proceeds from the Minimum Offer amounts toDKK 9,510,420 million and net proceeds ofDKK 8.6 million after deduction of costs related to the Minimum Offer estimated atDKK 0.9 million . -
Prior to the Offering, the Company's share capital amounts to a nominal
DKK 3,170,083 (corresponding to 3,170,083 shares with a nominal value ofDKK 1 ). Upon completion of the Maximum Offer, the Company's share capital will amount to a nominalDKK 3,487,091 divided into a total of 3,487,091 shares and by subscription of the Minimum Offer amount to a nominal value ofDKK 3,328,590 divided into 3,328,590 shares with a nominal value ofDKK 1 .
Through the exercise of warrants by members of the management team, however not part of the Offering, an additional minimum of 13,333 shares will be issued, further increasing the share capital in the Company by at least
Background for the Offering and use of proceeds
1) Obtain reimbursement in
Initiate reimbursement processes in key European markets to boost growth in
2) Initiate expansion to the US
Enter the US within COVID-19 through an EUA and submit 510k application for emergency department use before licensed roll-out.
Minimum Offer
The minimum offer of
Subscription and underwriting undertakings
The company has received binding subscription undertakings to subscribe for a total of 75,001 shares, corresponding to gross proceeds of DKK 4,500,060.
The following existing shareholders have made binding subscription undertakings using pre-emptive rights in the Offering:
| Undertaking, number of shares | Undertaking, amount | Share-holdings before Offering | Affiliation with the Company |
N. P. Louis-Hansen ApS | 41,667 | 25.77% | Shareholder | |
16,667 | 10.28% | Shareholder | ||
| 16,667 | 10.28% | Shareholder and non- exec. board director |
The following external investors have made binding underwriting undertakings in the Offering for a total of 83,506 shares, corresponding to
| Undertaking, number of shares | Undertaking, amount | Affiliation with the Company |
33,505 | None | ||
Selandia Alpha Invest A/S | 33,334 | None | |
16,667 | None |
Detailed terms for the Offering
The Offering includes a minimum of 158,507 shares and a maximum of 317,008 shares with a nominal value of
Subscription price
The subscription price is
Right to subscribe for shares in the Offering
The new shares will be offered with pre-emptive rights to Existing Shareholders. Every Existing Shareholder will be allocated one (1) subscription right for each (1) existing share they own at the time of allotment in
Trading in Subscription Rights
The subscription rights will be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code DK0061808094. The trading in subscription rights is open from
Subscription rights that are not exercised during the Subscription Period lose their validity and value, and the holder of such subscription rights is not entitled to compensation.
Subscription period
Subscription period for subscription of new shares when exercising subscription rights runs from
Subscription of Remaining shares
Remaining shares which have not been subscribed for by exercising subscription rights before the end of the Subscription Period may, without compensation to the holders of unused subscription rights, be subscribed by Existing Shareholders or new investors who before the end of the Subscription Period have applied to subscribe for Remaining Shares as part of subscription undertakings or underwriting commitments or by use of the subscription form which is available on the Company's website.
In the event of oversubscription of the Remaining Shares in accordance with subscription undertakings or through the subscription form, the Remaining Shares will be alloted in accordance with a distribution key determined by the Company's Board of Directors. Priority is given to Existing Shareholders who, at the time of allotment of subscription rights, on
Orders from investors for subscription, in addition to subscription by use of subscription rights, must be submitted on the subscription form or by submitting an electronic subscription order via such investor’s bank. Orders are binding and cannot be changed or cancelled. Orders can only be placed at the Subscription Price of
Subscription through submission of Subscription form
The subscription form is submitted to the investor's own account-holding bank during the Subscription Period. In order for an order to be binding, the order placed in the account holders' bank, or the completed and signed subscription form, must be submitted to the investor's own account holding bank, in time for the bank to process and forward the order so that it is received by Danske Bank A/S before
Payment and delivery of new shares
Upon exercise of the Subscription Rights, the holder must pay
Payment for shares subscribed for in the rights issue will be made in DKK at the time of subscription by exercising subscription rights. After payment for the subscribed shares at the Subscription Price, investors will electronically have new shares delivered in the form of temporary shares to the investor's account in
The new shares will be finally issued after registration of the capital increase in the
Holders of subscription rights must comply with the account agreement with the bank or other financial intermediaries through which they hold shares. Banks or financial intermediaries through which a holder has subscription rights may demand payment at an earlier date.
Unless otherwise agreed,
Notification of any allotment of Remaining Shares will take place on
Admission to trade
The trading period for the subscription rights starts on 21June 2022 at 9.00 am (CET) and ends 4 July at
After registration of the capital increase in the
The new shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code for existing shares on
Withdrawal of the Offering
The Offering is conditional on events not occurring before the capital increase is registered with the
However, trading in new shares made prior to the withdrawal date will not be affected. The subscription amount for new shares will be refunded (less any transaction costs to the own account-holding bank or financial institution) to the last registered owner of the new shares at the time of revocation. This means that investors who have acquired new shares will suffer a loss corresponding to the difference between the purchase price and the subscription amount for the new shares with the addition of any transaction costs.
If the Offering is not completed, all exercise of subscription rights will be automatically cancelled and the subscription amount (less any transaction costs to own account holding institution) will be reimbursed to the last registered owner of new shares at the time of withdrawal. However, trading in subscription rights prior to the withdrawal date will not be affected. This means that investors who have acquired subscription rights will suffer a loss corresponding to the purchase price of the subscription rights with the addition of any transaction costs.
Trading in subscription rights and/or the new shares before the completion of the Offering takes place at the investor’s own expense and risk.
Any withdrawal of the Offering will, if applicable, be announced immediately via Nasdaq First North Growth Market Denmark.
Dividend law
The new shares are entitled to dividends that may be distributed from the time of registration of the capital increase regarding the new shares in the
Timetable for the Offering
15 June 2022 : Announcement of the Offering20 June 2022 : Last day trading shares including right to receive Subscription Rights21 June 2022 : First day trading shares excluding right to receive Subscription Rights22 June 2022 : Allocation of Subscription Rights- 21 June –
4 July 2022 : Trading in Subscription Rights - 23 June –
6 July 2022 : Subscription period 8 July 2022 before 12.00 CET: Announcement of outcome of the Offering12 July 2022 : Payment for shares subscribed for and allocated without use of Subscription Rights13 July 2022 : Capital increase registered with theDanish Business Authority 15 July 2022 : First day of trading for shares subscribed in the Offering in the permanent ISIN18 July 2022 : Shares subscribed in the offering under temporary ISIN merged into permanent ISIN
Risk factors
Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive Management reports frequently to the Board of Directors on risk management procedures and findings. The following risks are deemed particularly relevant to
Commercial execution
Being in the early commercialisation phase, there is a risk that the company’s products may not penetrate markets due to inadequate sales & marketing efforts and/or reluctance to introduce new methods at emergency departments and other clinical facilities. This specifically applies when the COVID-19 pandemic is ongoing.
Dependency on key individuals
Dependency on third parties
Intellectual property rights (IPR)
Competition and pricing
Financing needs
Regulation by authorities
ViroGates’ products are subject to a number of statutory and regulatory requirements. There is a risk, that permits from national authorities may not be renewed on the same terms as previously, or that permits may be revoked or limited. Changes to legislation might also impact
Disputes, claims and proceedings
Investor meetings in connection with the Offering
- Thursday,
23 June 2022 , 14.00 CET: Västra Hamnen Corporate Finance (English). Sign up here. - Friday,
24 June 2022 , 10.00 CET:HC Andersen Capital (Danish). Sign up here.
Settlement Agent in the Offering
Homens Kanal 2-12
1092 København K
CVR no. 61 12 62 28
More information
Group relations
The company's share capital is fully paid up. The company is registered in the
Board of Directors
Management
Certified Adviser
Västra
Jungmansgatan 12, 211 11 Malmö,
ca@vhcorp.se
Tel: (+46) 40 200 250
Important notice
This announcement is a briefing to the Company's shareholders and is not an offer or solicitation to subscribe for or purchase subscription rights or shares in the Company. There is no public offering of shares outside Denmark. Persons outside
This announcement contains certain forward-looking statements, including statements about the Company's activities. Such forward-looking statements are based on information, assumptions and assessments that the Company finds reasonable. These forward-looking statements include known and unknown risks, uncertainties and other significant factors that may cause the Company's actual results, development or performance or the industry's results to differ materially from future results, developments or performance expressed or implied in connection therewith. If one or more of these risks or uncertainties are triggered, or if an underlying assumption proves to be incorrect, the Company's actual financial position or operating results may deviate significantly from what is described.
Potential investors, companies and advisers should be aware that investments in companies whose shares are admitted to trading on the Nasdaq First North Growth Market Denmark may carry a higher risk than investments in listed companies on a regulated market, as defined in
The investment brochure and other relevant documents can be found at https://www.virogates.com/rights-issue-2022/. The announcement can be found at https://www.virogates.com/announcements/.
For further information, please contact:
CEO,
Tel. (+45) 2226 1355, email: jk@virogates.com
Certified Advisor:
Västra Hamnen Corporate Finance
Per Lönn
Tel. (+46) 40 200 250, email: ca@vhcorp.se
About
The company was founded in 2000. Headquartered in
About suPAR and suPARnostic®
suPAR is a biomarker detected by
The suPARnostic® products can be used to support healthcare professionals in making clinical decisions on hospitalization or discharge of acute care patients. The increasing global demands on health systems and tightening healthcare budgets necessitate efficiency improvements and innovative hospital solutions. The use of suPAR in clinical routine in emergency departments can improve patient care and reduce healthcare costs by increasing the number of discharges by up to 34% and reducing the average hospital length of stay by up to 6% without affecting mortality. suPARnostic® TurbiLatex is currently available on
Disclosure regulation
Prospects about the future reflect
Contacts
Jakob Knudsen , CEO, +45 2226 1355, jk@virogates.com
Attachments
- 20220615 -
ViroGates Company ann. 14.pdf
© Ritzau Denmark, source