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 Chordate Medical Holding AB (publ) ("Chordate Medical" or the "Company") today presents the outcome of the rights issue, announced on November 17, 2022, with a last day for subscription on January 9, 2023 (the “Rights Issue"). A total of 64 066 041 shares, corresponding to approximately 62.5 percent of the Rights Issue, were subscribed with the support of subscription rights. In addition, 9 318 086 shares were subscribed without the support of subscription rights, corresponding to approximately 9.1 percent of the Rights Issue, of which approximately 6.3 percent refers to subscription attributable to the underwriting arrangement provided. A total of 73 384 127 shares were subscribed, thus the Rights Issue was subscribed to approximately 72 percent.
Through the Rights Issue, Chordate Medical will receive approximately 36.7 million SEK before issue costs, expected to amount to approximately 3.8 MSEK. Through the Rights Issue, the number of shares in Chordate Medical increases by 73 384 127 shares from 157 712 380 shares to 231 096 507 shares and the share capital increases by 18 346 031.75 SEK from SEK 39 428 095 to 57 774 126.75 SEK.
Trading in paid subscribed shares (“BTA”) on the Nasdaq First North Growth Market continues under the short name CMH BTA until the Rights Issue has been registered with the Swedish Companies Registration Office (sw “Bolagsverket”), which is expected to take place towards the end of January 2023. After that, the BTA will be converted into shares.
Allotment of shares subscribed without the support of subscription rights has taken place in accordance with the principles stated in the prospectus compiled in connection with the Rights Issue and which was published by the Company on December 21, 2022. Notification of allotment is made through a settlement note that is sent by mail to each subscriber. Allotted shares must be paid in accordance with the instructions on the settlement note.
CEO Anders Weilandt comments:
“We are very satisfied with the outcome of the rights issue and would like to thank all our shareholders for their confidence in Chordate. We see the fact that so many have chosen to continue investing in the Company's journey towards an exit as an unusually good rating of the strength of Chordate's offer, especially under the current stock market conditions. Now we can increase the speed in the work to reach out to more people in our prioritized markets.”
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 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.