THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
Summary
- One (1) existing share in the Company entitles to one (1) subscription right. Eight (8) subscription rights entitle to subscription of nine (9) new ordinary shares.
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The subscription price is
SEK 2.30 per new ordinary share. -
The Rights Issue comprises ordinary shares and will provide
Moberg Pharma with proceeds of approximatelySEK 121 million before transaction costs. -
Provided that the Rights Issue is approved by the Extraordinary General Meeting on
3 May 2022 , the record date for the Rights Issue will be11 May 2022 and the subscription period will commence on13 May 2022 and run up to and including27 May 2022 . - The notice of the Extraordinary General Meeting will be announced separately.
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The Company intends to use the net proceeds to finance registration activities and clinical work for MOB-015 as well as preparations for launch in
Europe in 2023. - The Rights Issue is comprised by approximately 14 percent subscription commitments and of approximately 86 percent issue guarantees. Accordingly, the Rights Issue is fully guaranteed.
"The financing we have secured gives us the opportunity to fully exploit MOB-015's potential, both through the registration activities and launch preparations in
Background and reason
The Company has secured contracts for commercialisation of MOB-015 with aggregate milestone payments of
Since the primary endpoint was achieved in both the North American phase-3 study and the European phase-3 study, these two studies are expected to be used as a basis for product registration in
Use of issue proceeds
The Company intends to use the net proceeds to finance registration activities and clinical work for MOB-015 as well as preparations for launch in
The Rights Issue
The Board of Directors of
If not all newly issued ordinary shares are subscribed for by exercise of subscription rights, allotment of the remaining ordinary shares shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for ordinary 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 ordinary 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 ordinary shares without exercise of subscription rights, have exercised for subscription of shares; secondly, to those who have applied for subscription of ordinary 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 ordinary shares the subscriber in total has applied for subscription of ordinary shares; and thirdly, to those who have provided issue guarantees with regard to subscription of ordinary shares, in proportion to such issue guarantees. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
The subscription price is
Subscription of ordinary shares shall take place during the period from and including
Preliminary timetable
The Extraordinary General Meeting to approve the Rights Issue | |
Last day of trading in the | |
First day of trading in the | |
Record date for the right to subscribe for ordinary shares by exercising subscription rights | |
Trading in subscription rights | |
Subscription period | |
Announcement of outcome of the Rights Issue |
Complete terms and conditions and instructions for the Rights Issue as well as other information on the Company will be provided in the prospectus to be made public before the commencement of the subscription period.
Subscription commitments and issue guarantees
The Rights Issue is comprised of approximately 14 percent subscription commitments and of approximately 86 percent issue guarantees. Accordingly, the Rights Issue is fully guaranteed. Subscription commitments have been undertaken by, among others, all board members, Kerstin Valinder Strinnholm (proposed as new Chairman of the Board of
A guarantee commission will be paid for the issue guarantees, based on current market conditions, of eleven (11) percent of the guaranteed amount in cash consideration, or alternatively thirteen (13) percent of the guaranteed amount in the form of newly issued shares in the Company, at the same subscription price as in the Rights Issue.
No consideration is to be paid for the subscription commitments that have been entered into. These subscription commitments and issue guarantees are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements. Further information on the parties who have entered into guarantee commitments will be presented in the prospectus to be made public before the commencement of the subscription period.
Lock up undertakings
Prior to the execution of the Rights Issue, the Board of Directors and management of the Company have entered into lock up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company for a period of 180 days following the first day of trading in the ordinary shares that are issued in the Rights Issue.
Prospectus
A prospectus and notification form will be made available before the commencement of the subscription period on
Advisors
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the
This press release does not constitute an offer or solicitation to buy or subscribe for securities in
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq Stockholm's rules for issuers.
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