THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
The Board of Directors of
Summary of the Rights Issue
- The Rights Issue comprises a maximum of 9,422,048 Units, where each Unit consists of one (1) B-share and one (1) warrant of series TO 7 B free of charge.
-
The subscription price amounts to
SEK 6.25 per Unit, corresponding toSEK 6.25 per new share, which, assuming that the Rights Issue is fully subscribed, results in the Company receiving approximatelySEK 59 million before deductions for issue costs. -
If the Rights Issue is fully subscribed and the warrants are fully exercised, the Company receives an additional gross issue proceeds of
SEK 22-85 million , depending on the final strike price for the new shares issued as a result of the exercised warrants. - One (1) existing A-share and/or B-share in the Company on the record date entitles to six (6) Unit rights. Five (5) Unit rights entitles to subscription of one (1) Unit, which corresponds to an exchange ratio where 5 existing B-shares give the right to subscribe for 6 new B-shares.
-
One (1) warrant will entitle the holder to subscribe for one (1) new B-share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's B-share on Nasdaq First North Growth Market during a period of ten (10) trading days before, and including,
7 November 2024 , however not lower than the share's quota value ofSEK 2.31 and not higher thanSEK 9 . The exercise period will run between 11 and22 November 2024 . -
The record date for the Rights Issue is
10 June 2024 and the subscription period runs from and including12 June 2024 to and including26 June 2024 . -
The last day of trading in CLS B-share with the right to participate in the Rights Issue is
5 June 2024 . -
The company has entered into an agreement on guarantee commitments amounting to
SEK 38 million , corresponding to 65 percent of the Rights Issue. -
To secure the Company's liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans of a total of
SEK 12.5 million on market terms. -
The company intends to publish a prospectus regarding the Rights Issue on
10 June 2024 .
Reasons for the Rights Issue
According to the Board of Directors assessment, the existing working capital is not sufficient for CLS current needs during the coming twelve-month period. In order to add working capital to strengthen CLS's balance sheet and continue to support the commercial launch and market establishment of the Company's products at a desirable pace, has the Board of Directors decided on the Rights Issue of Units. The issue proceeds from the Rights Issue and subsequent exercise of warrants are intended to be used, in collaboration with the Company's exclusive partner
Rights issue proceeds
In order to meet the capital requirement, CLS is now carrying out the Rights Issue, which, if fully subscribed, can initially provide the Company with approximately
- Repayment of bridge loan (circa 20 percent)
- Operating costs linked to quality work and certification, pre-clinical testing, product adaptations, premises costs, personnel costs, legal, trademark and patent costs (circa 30 percent)
- Continued commercial launch and market establishment (circa 35 percent)
- Ongoing clinical development and new clinical collaborations (circa 15 percent)
Issue proceeds from redemption of warrants of series TO 7 B
Upon a fully subscribed Rights Issue and upon full exercise of warrants of series TO 7 B at the lowest and highest prices, the Company can be provided with approximately
- Operating costs linked to quality work and certification, pre-clinical testing, product adaptations, premises costs, personnel costs, legal, trademark and patent costs (circa 40 percent)
- Continued commercial launch and market establishment (circa 40 percent)
- Ongoing clinical development and new clinical collaborations (circa 20 percent)
Terms of the Rights Issue
The Board of Directors of CLS decided on
The right to subscribe for Units shall be granted to existing shareholders, where one (1) existing A-share and/or B-share entitles to six (6) Unit Rights and five (5) Unit Rights entitles to the subscription of one (1) Unit. In addition, investors have the possibility to subscribe for Units without Unit rights.
The subscription price in the Rights Issue amounts to
The warrants are issued free of charge and can be used to subscribe for new shares during the period from and including
The record date for obtaining Unit Rights and the right to participate in the Rights Issue with preferential rights is
Allocation principles
In the event where not all the Units have been subscribed with the support of Unit rights, the Board of Directors shall allocate, within the framework of the maximum amount set in the terms of the Rights Issue, decide upon allocation of Units subscribed for without preferential right, according to below order:
- Firstly, allotment of Units subscribed without the support of Unit Rights shall take place to subscribers who also subscribed for Units with the support of Unit Rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to these cannot take place in full, allotment shall take place pro rata in relation to the number of Unit Rights that have been used for the subscription of Units and, to the extent that this cannot be done, by lottery.
- Secondly, allotment of Units subscribed without the support of Unit Rights shall be made to others who have subscribed without the support of Unit Rights, and in the event that allotment to these cannot take place in full, allotment shall be made pro rata in relation to the number of Units subscribed by each and, to the extent that this cannot happen, by lottery.
- Finally, allocation of Units subscribed without the support of Unit Rights shall be made to the guarantors in relation to the size of their guarantee commitments, and to the extent that this cannot be done, by lottery.
Guarantee commitments
The Company has received guarantee commitments from external investors of
Compensation paid for guarantee commitments corresponds to fourteen (14) percent of the guaranteed amount paid in cash, or seventeen (17) percent of the guaranteed amount through newly issued Units. The subscription price for any Units issued to underwriters shall correspond to 85 percent of the volume-weighted average share price (VWAP) of the Company's B-share on the Nasdaq First North Growth Market during trading with Unit rights in the Rights Issue (that is, during the period from and including 12 June and
The guarantee commitments are not secured through bank guarantees, blocked funds, or pledge of collateral or similar arrangement.
Change in number of shares and share capital, including dilution
Provided that the Rights Issue is fully subscribed, the Company's share capital will increase by
The total dilution, assuming full subscription of the Rights Issue and all warrants being exercised, corresponds to a maximum of 70.6 percent. Shareholders who choose not to participate in the Rights Issue will have the opportunity to receive compensation for the financial dilution by selling their Unit rights.
Bridge loan
In order to secure the Company's liquidity needs until the Rights Issue has been completed, the Company has raised bridge loans of a total of
Prospectus
Complete terms and conditions for the Rights Issue, as well as other information regarding the Company as well as information on potential subscription and guarantee commitments, will be provided in the prospectus that is planned to be published on
Preliminary time plan for the Rights Issue
Last day of trading the Company's share with the right to receive Unit rights | |
First day of trading the Company's share excluding the right receive Unit rights | |
Record day for the Rights Issue | |
Expected publication day of the Prospectus | |
12 - | Trading in Unit rights |
12 June - | Subscription period |
Trading in paid subscription Units (Sw. BTU)
| |
Expected day of publishing the outcome of the Rights Issue | |
4 July | Settlement date for subscription without preferential rights |
Advisers
For more information, please contact
Dan J Mogren, CEO
Phone: +46 (0) 70-590 11 40
E-mail: dan.mogren@clinicallaser.com
About CLS
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. 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, or a solicitation of any offer, to buy or subscribe for any securities in CLS in any jurisdiction, neither from CLS nor from someone else. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of 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 Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Redeye is acting for CLS in connection with the Rights Issue and no one else and will not be responsible to anyone other than CLS for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
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 and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportUnities and the markets in which the Company and the group 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 required by law or Nasdaq First North Growth Market rule book for issuers.
Disclosure to investors pursuant to the act (2023:560) on the Screening of Foreign Direct Investments
The Act (2023:560) on the Screening of Foreign Direct Investments ("FDI Act") applies to the company's operations. In the event that the subscription of new units or subscription of shares under warrants would result in an investor, after the investment, directly or indirectly, holding votes representing or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the company, the investor is required to notify their investment to the Inspectorate for Strategic Products in accordance with the FDI Act
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 CLS 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in CLS may decline and investors could lose all or part of their investment; the shares in CLS offer no guaranteed income and no capital protection; and an investment in the shares in CLS is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. 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 (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in CLS.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in CLS and determining appropriate distribution channels.
This disclosure contains information that CLS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on
https://news.cision.com/cls/r/cls-resolves-on-a-partially-guaranteed-rights-issue-of-approximately-sek-59m,c3992256
https://mb.cision.com/Main/11591/3992256/2835842.pdf
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