AroCell carries out a directed issue of shares to guarantors in connection with the completed rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, GREAT BRITAIN, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
AroCell AB (publ) ("AroCell" or the "Company") has completed the rights issue of shares (the "Rights Issue"), which was proposed and announced on 17 December 2021 and approved by the Extraordinary General Meeting on 19 January 2022. In connection herewith, in accordance with the guarantee commitments that have been entered into and what has previously been communicated, a directed issue of shares is carried out to those guarantors in the Rights Issue who have chosen to receive guarantee commission in the form of newly issued shares in the Company (the "Remuneration Issue"). The subscription price in the Remuneration Issue is set at SEK 0.75 per share and payment is made by offsetting the guarantors' claims.
As previously communicated in connection with the Rights Issue, the guarantors had, in accordance with the guarantee commitments entered into, the opportunity to choose to receive guarantee commission in the form of cash compensation or newly issued shares in the Company. A number of guarantors have chosen to receive the guarantee commission in the form of newly issued shares. Due to this, the Board of Directors has, pursuant to the authorization granted by the Extraordinary General Meeting on 19 January 2022, resolved on the Remuneration Issue, which comprises a total of 1,134,800 shares.
Payment in the Remuneration Issue shall be made by offsetting each guarantor’s claim for guarantee commission. The subscription price has been set to SEK 0.75 per share, corresponding to the subscription price in the Rights Issue. Through the Remuneration Issue, the number of shares in AroCell increases by 1,134,800 shares to a total of 226,250,307 shares and increases the share capital by a total of SEK 113,480.00 to SEK 22,625,030.70. The dilution due to the Remuneration Issue amounts to approximately 0.50 per cent.
Advisers
Redeye AB acts as financial adviser and Wigge & Partners Advokat KB acts as legal adviser in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For further information, please contact:
Anders Hultman, CEO
Phone: +46 (0)18 50 30 20
Email: anders.hultman@arocell.com
The information was submitted for publication, through the agency of the contact person set out above, at 11:00 a.m. CET on 22 March 2022.
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in AroCell. No action has been taken and measures will not be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe for shares in AroCell has only been made through the Prospectus, which was published by the Company on 27 January 2022.
Neither subscription rights, paid subscribed shares (“BTA”) nor newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTAs or newly issued shares have been registered or will be registered under the United States Securities Act of 1933 in its current wording, or under any other applicable law in the United States, Australia, Great Britain, Hong Kong, Japan, Canada, New Zealand, South Africa or in any other country where the Rights Issue or Private Placement or distribution of the press release is contrary to applicable laws or regulations or requires that further prospectuses be prepared, registered or that any other measure is taken in addition to what is required by Swedish law. Accordingly, the press release, as well as the prospectus, application form and other documents attributable to the Rights Issue and Private Placement, may not be distributed to or within any such jurisdiction.
This announcement may include forward-looking statements, which are based on AroCell’s current expectations and projections about future events and financial and operational development. Words such as “intends”, “will”, “expects”, “anticipates”, “may”, “plans”, “estimates”, and other expressions that imply indications or predictions of future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual results may differ materially from what is expressed in forward-looking information.
This information, the opinions, and forward-looking statements contained in this announcement, are applied only at this date and are subject to change without notice. AroCell makes no commitments to disclose updates or revisions to forward-looking information, future events or similar circumstances, other than as required by applicable law
This English announcement is an unofficial translation of the original Swedish announcement. In case of any discrepancies between the Swedish announcement and the English translation, the Swedish announcement shall prevail.