(Información remitida por la empresa firmante)
The subscription price is SEK 1.55 per new share. Provided that the Rights Issue is fully subscribed, the share capital will increase by up to SEK 2,567,816.5 by a new issue of a maximum of 51,356,330 new shares. In the event of full subscription, the Rights Issue will provide SciBase with approximately SEK 79.6 million before deduction of issue costs. Shareholders who choose not to participate in the Rights Issue will, provided that the Rights Issue is fully subscribed, have their ownership diluted by approximately 42.9 percent, but are able to financially compensate for this dilution by selling their subscription rights. Subscription of shares shall take place during the period from and including 7 March 2023 to and including 21 March 2023. The board has the right to extend the subscription and payment period. A possible extension of the subscription period shall be announced by press release no later than the last subscription day in the Rights Issue, i.e., 21 March 2023. Trading in subscription rights takes place on Nasdaq First North Growth Market during the period from and including 7 March 2023 to and including 16 March 2023 and trading in paid subscribed shares (Sw. Betalda tecknade aktier) during the period from and including 7 March 2023 until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket).
Preliminary timetable
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 52 percent subscription commitments and of approximately 48 percent issue guarantees. Accordingly, the Rights Issue is fully guaranteed. Subscription commitments have been undertaken by, among others, the board members Tord Lendau, Matt Leavitt, Diana Ferro and Thomas Taapken and the management members Simon Grant, Michael Colérus, Per Svedenhag, Tobias Bergenblad, Linn Olsen and Alf Laurell as well as by the Company’s shareholder Van Herk Investments B.V., among others. Issue guarantees have been issued by external guarantors.
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. The subscription price for any shares issued to issue guarantors shall correspond to the volume-weighted average share price (VWAP) for the Company’s share on Nasdaq First North Growth Market during the subscription period in the Rights Issue (i.e. during the period 7 March – 21 March 2023), however not lower than the subscription price per share in the Rights Issue.
No consideration is to be paid for the subscription commitments that have been entered into.
The 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 subscription and 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 financial instruments in the Company held prior to the Rights Issue for a period of 180 days from announcement of outcome in the Rights Issue.
Prospectus
A prospectus and notification form will be made available before the commencement of the subscription period on SciBase’s website, http://investors.scibase.se.
Advisors
Vator Securities is the financial advisor and Advokatfirman Schjødt is the legal advisor to SciBase in connection with the Rights Issue.
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 SciBase in any jurisdiction, either from SciBase or from anyone else.
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 Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
(CONTINUA)