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Today’s Extraordinary General Meeting in AroCell AB (publ) (“AroCell” or the “Company”) resolved to approve the Board of Directors’ resolution on an issue of shares with preferential rights for existing shareholders (the “Rights Issue”) and the Board of Directors’ resolution on a directed issue (the “Directed Issue”) (the “Issues of New Shares”).
Resolutions on approval of the Board of Directors’ resolutions on Issues of New Shares
The terms of the Rights Issue entitle persons registered as shareholders in AroCell on the record date, 15 November 2019, to receive two (2) subscription rights for each share. Three (3) subscription rights entitle to subscription of one (1) new share. In addition to this, investors are offered the possibility to subscribe for shares without subscription rights. The Rights Issue will result in an increase of the share capital with not more than SEK 2,628,496.30 through an issue of not more than 26,284,963 shares. The subscription price is SEK 1.50 per share.
For shareholders that do not participate in the Rights Issue the dilution effect will be approximately 40 percent (calculated as the number of new shares due to to the Rights Issue divided with the total number of shares in the Company after a fully subscribed Rights Issue).
The Directed Issue has been directed towards a limited number of Nordic qualified investors and will result in an increase of the share capital with not more than SEK 1,000,000 through an issue of not more than 10,000,000 shares at a subscription price of SEK 1.50 per share. The dilution effect for current shareholders, calculated after the Rights Issue, will be approximately 13 percent.
The total issue proceeds from the Issues of New Shares is circa SEK 54,4 million before deduction of issue costs. The subscription period in the Issues of New Shares runs from and including November 20, 2019 to and including December 4, 2019.
As previously communicated, the purpose of the Issues of New Shares is to obtain FDA approval of AroCell TK 210 ELISA for the US market seek reimbursement, and if necessary, carry out additional clinical study/studies to support the FDA application. AroCell also plans to complete a study of health economics and carry out market activities prior to product launch.
Preliminary timeline for the Directed Issue
- November 13, 2019 – Last day of trading incl. preferential rights
- November 14, 2019 – First day of trading excl. preferential rights
- November 15, 2019 – Record date
- November 20 – December 2, 2019 – Trading in rights
- November 20 – December 4, 2019 – Subscription period
- November 20, 2019 – Until the Rights Issue is registered at the Swedish Companies Registration Office – Trading in BTA (interim share)
- December 9, 2019 – Disclosure of outcome of Rights Issue
Redeye Aktiebolag acts as financial adviser and Fredersen Advokatbyrå acts as legal adviser in connection with the issues.
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.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.