Chordate Medical Holding AB (publ) ("Chordate Medical" or the "Company") intends to carry out a directed set-off share issue to underwriters who have chosen to receive underwriting fee in the form of newly issued shares in the Company (the "Compensation Issue") in accordance with the underwriting agreements which was entered into in connection with the rights issue announced on 17 November 2022 (the "Rights Issue"). The subscription price in the Compensation Issue is set at SEK 0.50 per share, which corresponds to the subscription price in the completed Rights Issue. Payment is made by way of set-off of the respective underwriters’ claim for underwriting compensation.
As previously communicated in connection with the Rights Issue, the underwriters had, in accordance with underwriting agreements entered into, the option to receive the underwriting fee in the form of cash compensation or in the form of newly issued shares in the Company. Due to the fact that a number of underwriters have informed the Company that they want to receive the underwriting compensation in the form of newly issued shares, the board, with the support of an authorization from the extraordinary general meeting held on 13 December 2022, has decided on the Compensation Issue, which amounts to a maximum of 1,320,000 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. In addition, Chordate Medical's board of directors believes that it is beneficial for the Company's financial position to take advantage of the opportunity to pay underwriters in the form of shares instead of cash. The Company has also recently carried out a 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 prospectus published on December 21, 2022 (the "Prospectus") 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 0.50 per 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 has been compared with the closing price on January 17, 2023, which was SEK 0.6795, entailing a discount of approximately 26 percent. The subscription price in the Compensation Issue has also been compared with the volume-weighted average price of the Company's share on the Nasdaq First North Growth Market during the period from and including January 3, 2023 to and including January 17, 2023, which was approximately SEK 0.625, entailing a discount of approximately 20 percent. Given the fact that the Rights Issue, with a subscription price of SEK 0.50, was not fully subscribed, and taking into account the weak market conditions on the stock market in general, the subscription price has been assessed as market price.
Through the Compensation Issue, the number of shares in Chordate Medical increases by 1,320,000 shares to a total of 232,416,507 shares, and the share capital increases by a total of SEK 330,000 to SEK 58,104,126.75 (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 0.6 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
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 was submitted, through the contact person above, for publication on January 18 at 12.15 2023 (CET).
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 that Chordate Medical publishes today on Chordate Medical’s website, www.chordate.com. The Swedish Financial Supervisory Authority’s approval of the prospectus shall not be understood as an approval of Chordate Medical’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 Chordate Medical’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.