NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
Through the completed rights issue, AroCell AB (publ) (”AroCell” or the ”Company”) will receive proceeds amounting to approximately MSEK 39.4 before deduction of costs related to the rights issue. 14,329,800 shares, corresponding to approximately 55 per cent of the rights issue, were subscribed for by the exercise of subscription rights (including subscription undertakings). Furthermore, 1,387,266 shares were subscribed for without subscription rights, corresponding to approximately 5 per cent of the rights issue. 10,567,897 shares, corresponding to approximately 40 per cent of the rights issue, were subscribed for by guarantors.
AroCell will receive proceeds of approximately MSEK 39.4 through the rights issue before deduction of costs related to the rights issue.
”I would like to thank all current shareholders that have participated in the rights issue for their continued support and also give a warm welcome to all new shareholders. We are in a very exciting phase of AroCell’s development of strengthening the organisation to secure the work towards obtaining FDA-approval of AroCell TK 210 ELISA in the U.S.” Michael Brobjer, CEO of AroCell.
Mikael Lönn is after the new share issue one of the large shareholders in the company.
”AroCell's standardized blood test that can be used to improve cancer treatment is a very promising product for optimizing treatment strategies for patients. With a good basic research in the company and together with an already CE approved product, AroCell has the opportunity to significantly improve the treatment of patients and at the same time reduce costs. As a new large shareholder in the company, I look forward to follow and support AroCell in its journey toward FDA approval in the United States and full establishment of the product.” comments Mikael Lönn.
Notification regarding allocation
Allocation of shares has been made in accordance with the allocation principles described in the prospectus that was published in connection with the rights issue. A notification regarding allocation of shares subscribed for without subscription rights will be made by post of a contract note to each subscriber. Allocated shares subscribed for without subscription rights shall be paid for in accordance with the instructions in the contract note.
In connection to the rights issue the Company has also completed a directed issue of new shares with proceeds amounting to MSEK 15, which has been fully subscribed. See the separate press release from 22 October 2019 for more information regarding the directed issue of new shares.
Number of shares and share capital
Through the rights issue AroCell’s share capital is increased by SEK 2,628,496.30 by issuing 26,284,963 shares. Through the directed issue the Company’s share capital is increased by SEK 1,000,000 through issuing 10,000,000 shares. AroCell’s share capital will thus increase with the total amount of SEK 3,628,496.30 from SEK 3,942,744.50 to SEK 7,571,240.80. The number of shares will increase with in total 36,284,963 from 39,427,445 to 75,712,408. The subscription price was SEK 1.5 in both issues of new shares.
Trading in BTA
Trading in BTA (Sw: betald tecknad aktie) is currently taking place at Nasdaq First North Growth Market and will cease when the rights issue has been registered by the Swedish Companies Registration Office. BTA:s will then be converted to ordinary shares.
Redeye AB acts as financial adviser and Fredersen Advokatbyrå AB acts as legal adviser in connection with the rights issue. Aqurat Fondkommission AB acts as issuer agent.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in AroCell in any jurisdiction, neither from AroCell nor from someone else. Any investment decision in connection with the Rights Issue must be made on the basis of all publicly available information relating to the Company. Such information has not been independently verified by the financial advisors. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus in Swedish regarding the Rights Issue described in this press release will be prepared and submitted to Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Following the Swedish Financial Supervisory Authority’s approval and registration of the prospectus, the prospectus will be published and kept available at AroCell’s website.