As previously communicated in connection with the Rights Issue, the underwriters would, in accordance with underwriting agreements entered into, receive the underwriting fee in the form of units, consisting of one ordinary share and one preference share in the Company. By reason hereof, the board of directors has, with the support of an authorization from the extraordinary general meeting held on January 28, 2025, decided on the Compensation Issue, which amounts to a maximum of 229,832 shares, whereof a maximum of 114,916 ordinary shares and a maximum of 114,916 preference shares.
The purpose of the Compensation Issue and the reason for the deviation from the shareholders' preferential rights is to fulfill the Company's obligations towards the underwriters as a result of the underwriting agreements entered into. Chordate's board of directors believes that it is beneficial for the Company's financial position to pay the underwriting fee in the form of units instead of cash. The Company has also recently carried out the Rights Issue which was not fully subscribed. Through the Compensation Issue, the Company can use a larger part of the proceeds from the Rights Issue in the manner described in the information memorandum published on January 31, 2025, in connection with the Rights Issue. Thus, the Compensation Issue is deemed to be beneficial for all shareholders.
Payment is made by way of set-off of the claim towards the Company, which consists of the respective underwriter’s compensation. The subscription price has been set at SEK 12 per unit, which corresponds to a subscription price of SEK 8 per ordinary share and SEK 4 per preference share. The subscription price in the Compensation Issue corresponds to the subscription price in the completed Rights Issue. The subscription price in the Compensation Issue was negotiated at arm’s length in connection with the procurement of the underwriting agreements, which was done in consultation with the financial advisor and after analysis of customary market factors. Thus, the Board of Directors deems that the subscription price, and other terms and conditions of the Compensation Issue, are marketable.
Through the Compensation Issue, the number of shares in Chordate increases by 229,832 shares, whereof 114,916 ordinary shares and 114,916 preference shares, to a total of 4,290,764 shares, whereof 2,699,620 ordinary shares and 1,591,144 preference shares, and the share capital increases by a total of SEK 919,328 from SEK 16,243,728 to SEK 17,163,056 (calculated on the number of outstanding shares in the Company following the final registration of the Rights Issue and the Compensation Issue at the Swedish Companies Registration Office). The dilution effect due to the Compensation Issue amounts to approximately 5.7 percent (calculated on the number of outstanding shares in the Company following the final registration of the Rights Issue and the Compensation Issue at the Swedish Companies Registration Office).
Financial and legal advisers
Chordate has engaged Bergs Securities as financial advisor and issuing agent in connection with the Rights Issue. CMS Wistrand is legal advisor in connection with the Rights Issue.
Important information
Publication, announcement or distribution of this press release may in some jurisdictions be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable regulations of the respective jurisdiction. This press release does not constitute an offer to sell or an invitation regarding an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such offer or invitation would be unlawful. In a member state of the European Economic Area ("EEA"), securities referred to in this press release may only be offered in accordance with the applicable exemptions in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without application of an exemption from registration, under the then-current U.S. Securities Act of 1933 ("Securities Act"), and may not be offered or sold in the United States without being registered, subject to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such publication, publication or distribution of this information would be in conflict with current regulations or where such an action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The company has not approved any offer to the public of securities in any member state of the EEA and no prospectus has been drawn up or will be drawn up in connection with the Rights Issue or the Compensation Issue. In each EEA Member State, this notice is directed only to "eligible investors" in that Member State as defined in the Prospectus Regulation. This press release neither identifies nor purports to identify any risks (direct or indirect) that may be associated with an investment in shares. An investment decision to acquire or subscribe for units in the Rights Issue or the Compensation Issue may only be made based on publicly available information.
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as "should", "expect", "believe", "estimate", "intend", "intend", "assume" and similar expressions. Such statements express Chordate's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Chordate has made to the best of its ability but which Chordate does not claim will be accurate in the future. Forward-looking statements involve risks and uncertainties that are difficult to predict and cannot generally be influenced by Chordate. It should be kept in mind that actual events or outcomes may differ materially from those contained in, or expressed in, such forward-looking statements.
