NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATIONS OR OTHER MEASURES.
The Board of Directors of Chordate Medical Holding AB (publ) (”Chordate Medical” or the ”Company”), which is listed on Nasdaq First North Growth Market (”Nasdaq First North”), published on November 17, 2022, a notice to an extraordinary general meeting due to the board’s proposal to carry out an issue of shares with preferential rights for the Company’s shareholders amounting to approximately 51,3 MSEK (the “Rights Issue”).
By reason of an administrative oversight, no announcement was inserted in Post- och Inrikes Tidningar in such a time that the announcement could have been published no later than two weeks prior to the extraordinary general meeting. By reason hereof, the extraordinary general meeting on December 5, 2022 is canceled and instead the Board of Directors of Chordate Medical convenes an extraordinary general meeting to be held on December 13, 2022 as set out in a separate press release. Since the date of the extraordinary general meeting is changed, the timeline in the Rights Issue will undergo a corresponding time shift. Other terms in the Rights Issue are unchanged from the terms published by press release on 17 December 2022.
Updated timetable for the Rights Issue
13 December 2022 Extraordinary general meeting
16 December 2022 Last day of trading including the right to receive subscription rights
19 December 2022 First day of trading excluding the right to receive subscription rights
20 December 2022 Record date for participation in the Rights Issue
21 December 2022 Estimated date for publication of Prospectus
22 December 2022 – 9 January 2023 Subscription period.
22 December 2022 – 3 January 2023 Trading in subscription rights.
22 December 2022 Trading in paid subscription shares (Sw. “BTA”) until the Rights Issue is registered by the Swedish Companies Registration Office (Sw. “Bolagsverket”).
11 January 2023 Expected publication of subscription result in the Rights Issue.
Terms and conditions of the Rights Issue
The Board of Directors’ proposal to the extraordinary general meeting includes that the Rights Issue be carried out in accordance with the main conditions set out below.
- The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in the Company on the record date, 20th December 2022 pro rata to their shareholdings in the Company. One (1) existing share entitles to one (1) subscription right.
- Twenty (20) subscription rights entitles to subscription of thirteen (13) shares in the Company.
- The Rights Issue will increase the number of shares by maximum 102 513 047.
- The subscription price is 0,50 SEK per share. No commission is charged.
- The subscription period runs from December 22, 2022, up to and including January 9, 2023.
- If not all of the shares are subscribed for through the exercise of subscription rights, the Board of Directors shall, within the scope of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment (i) firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and (ii) secondly, shall be made to others who have subscribed for shares in the Rights Issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.
- If the Rights Issue is fully subscribed, the Company will receive approximately 51,3 MSEK before issue costs.
- Trading in BTA is expected to start at Nasdaq First North from 22 December 2022 until the Rights Issue is registered by the Swedish Companies Registration Office. The Rights Issue is expected to be registered towards end January 2023.
Full terms and conditions and instructions for the Rights Issue, as well as other information about the Company will be presented in the prospectus that the Company is expected to publish around December 21, 2022 (the “Prospectus”).
Västra Hamnen Corporate Finance AB acts as financial adviser and Wistrand Advokatbyrå acts as legal adviser to Chordate Medical in connection with the Rights Issue.
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade with shares, warrants or other securities in Chordate Medical. No measure has been taken and no measure will be taken to permit an offer to the public in any other jurisdiction other than Sweden. Any invitation to the persons concerned to subscribe for shares in Chordate Medical will only be made through the Prospectus which will be published by the Company around 21 December 2022 on Chordate Medical’s website, www.chordate.com. The Swedish Financial Supervisory Authority’s upcoming approval of the Prospectus shall not be understood as an approval of the Company’s shares, warrants or other securities. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and this press release neither identifies nor purports to identify risks (direct or indirect) that may be connected with an investment in shares, warrants or other securities in Chordate Medical. Any investment decision should, in order for an investor to fully understand the risks and benefits associated with the decision to participate in the rights issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus.
The information in this press release is not for release, publication or distribution, in whole or in part, directly or indirectly, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction where such actions would be unlawful, subject to legal restrictions or require other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities law.
No shares, warrants or other securities in Chordate Medical has been registered, and no shares, warrants or other securities will be registered under the United States Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction in the United States.
Within the European Economic Area (the ”EEA”), no offer of shares, warrants or other securities (the ”Securities”) is made to the public in any other country other than Sweden. In other Member States of the European Union (the ”EU”), such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation and in accordance with any relevant implementation measures. In other countries in the EEA that have not implemented the Prospectus Regulation in national legislation, such an offer of securities can only be made in accordance with the applicable exemptions in national legislation.
In the United Kingdom, this press release, and other material in relation to the securities referred to herein, is only distributed to and directed at, and an investment or investment activity attributable to this press release is only available to, and will only be able to be exercised by ”qualified investors” (within the meaning of the UK version of Regulation 2017/1129 which has been incorporated into UK law by the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in investments and fall within the definition of ”investment professional” in article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”), or (ii) ”high net worth entities” etcetera who fall within article 49(2)(a)-(d) of the Order; or (iii) such other persons whom such investment or investment activity may lawfully be directed to according to the Order (all such persons are collectively referred to as ”relevant persons”). An investment or investment activity to which this press release relates is available in the UK only to relevant persons and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain certain forward-looking information that reflect the Company’s current view of future events as well as financial and operational development. Words such as ”intend”, ”assess”, ”expect”, ”may”, ”plan”, ”estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements. Forward-looking statements is inherently associated with both known and unknown risks and uncertainties as it is dependent on future events and circumstances. Forward-looking statements is not a guarantee of future performance or development, and the actual outcome may differ materially from what is stated in forward-looking statements.