Cantargia’s second program, CAN10 for myocarditis and systemic sclerosis, is planned to enter clinical development early 2023. Strong preclinical efficacies have been shown in animal models of these and several other autoimmune/inflammatory diseases. Based on the recently presented positive data for both nadunolimab and CAN10, Cantargia has decided to carry out the Rights Issue of approximately SEK 250 million.
The Rights Issue
For the reasons set out above, the Company’s board of directors has decided to carry out the Rights Issue of approximately SEK 250 million before transaction costs, subject to approval by an extraordinary general meeting.
The right to subscribe for new shares in the Rights Issue shall vest in the Company’s shareholders with pre-emptive rights. The record date for the right to participate in the Rights Issue shall be 25 July 2022. Subscription for shares can also be made without pre-emptive rights.
Full terms for the Rights Issue, including the amount by which the share capital is to be increased, the number of new shares to be issued and the amount to be paid for each new share, are expected to be announced around 18 July 2022.
The subscription period is expected to run from 27 July 2022 to 10 August 2022. Trading in subscription rights is expected to take place on Nasdaq Stockholm during the period from 27 July 2022 to 5 August 2022 and trading in BTAs (paid subscribed shares) is expected to occur between 27 July 2022 to 11 August 2022.
Extraordinary general meeting
The board of directors’ decision regarding the Rights Issue is subject to approval by an extraordinary general meeting, which is intended to be held on 21 July 2022. The board of directors also proposes that the general meeting resolves on necessary changes to the articles of association. The notice to the extraordinary general meeting will be announced in a separate press release.
Subscription undertakings, guarantee commitments and voting commitments
Provided that the extraordinary general meeting approves the board of directors’ resolution on the Rights Issue, the existing shareholders Fjärde AP-fonden, Alecta Pensionsförsäkring, Första AP-fonden, Handelsbanken Fonder through the investment fund Hälsovård Tema and Brushamn Invest AB have undertaken to subscribe for their respective pro rata share of the Rights Issue. In addition, Handelsbanken Fonder through the investment fund Hälsovård Tema has, subject to customary conditions, undertaken to subscribe for shares corresponding to an amount of approximately SEK 1.6 million, corresponding to approximately 0.6 percent of the Rights Issue.
All shareholding members of the Company’s management team and board of directors, which jointly hold approximately 1.0 percent of the number of shares in the Company, have also committed to subscribe for their respective pro rata share of the Rights Issue, or alternatively subscribe for an amount corresponding to the proceeds of subscription rights sold.
These shareholders have also undertaken to vote in favor of the board’s resolution at the extraordinary general meeting. Total subscription undertakings from existing shareholders amount to approximately 27.3 percent of the Rights Issue.
In addition, certain shareholders, including Swedbank Robur through the investment funds Folksam LO Sverige and Swedbank Robur Sverige, have expressed their support for the Rights Issue and have declared their intention to subscribe for their pro-rata share in the Rights Issue, corresponding to approximately 7.7 percent of the Rights Issue.
Total subscription undertakings and intentions to subscribe from existing shareholders amount to approximately SEK 87 million, equivalent to approximately 35.0 percent of the Rights Issue.
The Joint Global Coordinators, Fjärde AP-fonden and two former shareholders of the Company have provided guarantee commitments subject to customary conditions, which in aggregate, amount to approximately SEK 163 million, corresponding to approximately 65.0 percent of the Rights Issue.
Hence, the Rights Issue is fully covered by subscription undertakings, guarantee commitments, and declaration of intention to participate.
For the Joint Global Coordinators’ guarantee undertakings, a guarantee commission of 5 percent of the guaranteed amount shall be paid as cash remuneration. No remuneration shall be paid for the subscription undertakings nor for Fjärde AP-fonden’s guarantee undertaking. A guarantee commission of 5 percent of the guaranteed amount shall be paid for the remaning guarantee undertakings. Neither the subscription undertakings nor the guarantee commitments are secured by bank guarantee, blocked funds, pledges or similar arrangements. Further information regarding the parties who have entered subscription undertakings and guaranteed commitments will be available in the prospectus that will be published before the start of the subscription period.
Indicative timetable for the Rights Issue
Announcement of the full terms of the Rights Issue,18 July 2022.
Extraordinary general meeting, 21 July 2022.
The prospectus is published 22 July 2022.
Last day of trading in the Company’s shares, including the right to participate in the Rights Issue, 21 July 2022.
First day of trading in the Company’s shares, excluding the right to participate in the Rights Issue, 22 July 2022.
Record date for the Rights Issue, 25 July 2022.
Trading in subscription rights, 27 July 2022 – 5 August 2022.
Subscription period, 27 July 2022 – 10 August 2022.
Trading in paid subscribed shares (BTAs), 27 July 2022 – 11 August 2022.
Prospectus
A prospectus will be made available before the subscription period commences on Cantargia’s website, www.cantargia.com, as well as on Carnegie Investment Bank AB’s (publ) website, www.carnegie.se.
Interim report
Due to the Rights Issue, the Company has resolved to postpone the announcement of the interim report for the second quarter 2022, from the originally planned date 18 August 2022, to 30 August 2022.
Advisers
In conjunction with the Rights Issue, the Company has engaged Barclays Bank Ireland PLC and Carnegie Investment Bank AB (publ) as Joint Global Coordinators and Bookrunners. Advokatfirman Vinge acts as legal counsel to the Company and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Joint Global Bookrunners.
For further information, please contact:
Göran Forsberg, CEO
Mobile: +46 (0)46-275 62 60
-E-mail: goran.forsberg@cantargia.com
This is information that Cantargia AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 23.30 CEST on 21 June 2022.
About Cantargia
Cantargia AB (publ), reg. no. 556791-6019, is a biotechnology company that develops antibody-based treatments for life-threatening diseases and has established a platform based on the protein IL1RAP, involved in a number of cancer forms and inflammatory diseases. The main project, the antibody nadunolimab, is being studied clinically in combination with chemotherapy or immune therapy with a primary focus on non-small cell lung cancer and pancreatic cancer. Positive interim data from the combination with chemotherapy indicate stronger efficacy than would be expected from chemotherapy alone. Cantargia’s second project, the antibody CAN10, addresses treatment of serious autoimmune/inflammatory diseases, with initial focus on systemic sclerosis and myocarditis.
Cantargia is listed on Nasdaq Stockholm (ticker: CANTA). More information about Cantargia is available at www.cantargia.com.
About nadunolimab (CAN04)
(CONTINUA)