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LUND, Sweden, July 18, 2022 /PRNewswire/ — The board of directors of Cantargia AB (publ) («Cantargia» or the «Company») (Nasdaq Stockholm: CANTA) announced on 21 June 2022 that the board of directors had resolved, subject to approval by an extraordinary general meeting, to carry out a Rights Issue of approximately SEK 250 million (the «Rights Issue»). The subscription price in the Rights Issue has now been set to SEK 3.75 per share and shareholders in Cantargia as of the record date have preferential rights to subscribe for two (2) new shares per three (3) existing shares held. The purpose of the Rights Issue is to, based on the strong results recently presented, secure financing for future value-adding activities for nadunolimab (CAN04) such as the preparation of an upcoming randomized clinical study in lung cancer starting 2023, phase II/III study in pancreatic cancer in collaboration with PanCAN as well as further advancing other clinical programs for nadunolimab and CAN10. The Rights Issue is fully secured through subscription undertakings, intentions to subscribe and guarantee commitments.
Summary
Shareholders in Cantargia as of the record date have a preferential right to subscribe for two (2) new shares per three (3) existing shares, i.e. a subscription ratio of 2:3.
The subscription price is SEK 3.75 per new share, which corresponds to total gross issue proceeds of approximately SEK 250 million before the deduction of transaction costs.
The subscription price of SEK 3.75 per share corresponds to a discount of approximately 30.6 percent compared to the theoretical price after separation of subscription rights, based on the closing share price of the Cantargia share on Nasdaq Stockholm on 15 July 2022.
The record date for the Rights Issue is 25 July 2022 and the subscription period runs from 27 July 2022 up until 10 August 2022.
The last day of trading in the Cantargia shares including the right to participate in the Rights Issue is 21 July 2022.
The Rights Issue is subject to approval by the extraordinary general meeting to be held on 21 July 2022.
The Rights Issue is fully covered by a combination of intentions to subscribe, subscription undertakings and guarantee commitments, including underwriting commitments from the Joint Global Coordinators (as defined below):
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 additional 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 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;
total subscription undertakings from existing shareholders amount to approximately 28.8 percent of the Rights Issue;
Swedbank Robur through the investment funds Folksam LO Sverige and Swedbank Robur Sverige which control 6.4 percent of the Company, have expressed their support for the Rights Issue and have declared their intention to subscribe for their respective pro-rata share of the Rights Issue;
total subscription undertakings and intentions from existing shareholders amount to approximately SEK 88.1 million, equivalent to approximately 35.2 percent of the Rights Issue;
Barclays Bank Ireland PLC and Carnegie Investment Bank AB (publ) (the «Joint Global Coordinators»), Fjärde AP-fonden and a few external parties including three former shareholders of the Company have provided guarantee commitments, subject to customary conditions, which in aggregate, amount to approximately SEK 162.4 million, corresponding to approximately 64.8 percent of the Rights Issue.
The purpose of the Rights Issue is to secure financing for (i) preparation of a randomized study regarding non-small cell lung cancer, NSCLC, starting 2023 (ii) PDAC phase II/III in collaboration with PanCAN and (iii) advancing some second wave clinical opportunities for nadunolimab (in e.g., pancreatic cancer, lung cancer, breast cancer, colorectal cancer or biliary tract cancer), after prioritization during 2022.
Terms of the Rights Issue
Those who are registered shareholders on the record date of 25 July 2022 in the share register in Cantargia receive one (1) subscription right for each share held in Cantargia. The subscription right entitles the holder to subscribe for new shares with preferential rights, whereby three (3) subscription rights entitle the holder to subscribe for two (2) new shares. The subscription price is SEK 3.75 per new share, which means that Cantargia will receive gross proceeds of approximately SEK 250 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the possibility to subscribe for new shares without subscription rights.
Provided that the Rights Issue is fully subscribed, Cantargia’s share capital will increase by a maximum of SEK 5,343,612.64 through the issue of a maximum of 66,795,158 new shares.
The subscription period runs from 27 July 2022 until 10 August 2022. Trading in subscription rights will take place on Nasdaq Stockholm during the period from 27 July 2022 until 5 August 2022 and trading in BTAs (paid subscribed shares) will take place on Nasdaq Stockholm during the period from 27 July 2022 until 11 August 2022.
Shareholders who choose not to participate in the Rights Issue by subscribing for shares will be diluted by up to 40.0 percent. However, such shareholders are able to financially compensate for this dilution by selling their subscription rights.
The Rights Issue is subject to approval by the extraordinary general meeting to be held on 21 July 2022.
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 additional shares corresponding to an amount of approximately SEK 1.6 million, corresponding to approximately 0.6 percent of the Rights Issue.
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