NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEA-LAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURIS-DICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE REFER TO “IMPORTANT INFOR-MATION” AT THE END OF THIS PRESS RELEASE.
Today, on 13 February 2024, is the last day for trading in the unit rights issued in connection with Chordate Medical Holding AB (publ)'s (“Chordate” or the ”Company”) rights issue of units consisting of shares and warrants with preferential rights for existing shareholders (the ”Rights Issue”), which was resolved by the Board of Directors on 22 December 2023 with subsequent approval from the extraordinary general meeting on 26 January 2024. Unit rights that are not sold or not used for subscription will lapse.
The Rights Issue in brief:
- Preferential rights: Existing shareholders in Chordate as of the record date, which was 31 January 2024, were granted one (1) unit right for each existing share. One (1) unit right entitles the holder to subscribe for one (1) unit in the Rights Issue.
- Unit: In total, a maximum of 232,416,507 units will be issued. Each unit consists of two (2) shares and one (1) warrant of series TO 8 ("Warrants"), which means that a maximum of 464,833,014 new shares and 232,416,507 Warrants will be issued in the Rights Issue.
- Subscription price: The subscription price per unit has been set at SEK 0.18, corresponding to a subscription price of SEK 0.09 per share. The warrants are issued free of charge.
- Issue proceeds: Provided that the Rights Issue is fully subscribed, the Company will initially receive approximately SEK 41.8 million before issue costs, which are expected to amount to approximately SEK 5.7 million. In November 2024, the Company may receive additional proceeds if the warrants of series TO 8 issued in the Rights Issue are exercised for subscription of shares. Upon full subscription and full exercise of all warrants of series TO 8 within the framework of issued units, the Company may receive an additional capital contribution of approximately SEK 34.9 million, based on a maximum subscription price of SEK 0.15.
- Commitments and undertakings: In total, the Rights Issue is covered by subscription commitments and guarantee undertakings amounting to approximately SEK 23.0 million, corresponding to approximately 55.0 per cent of the Rights Issue. The subscription commitments and guarantee undertakings are not secured by bank guarantees, blocked funds, pledges or similar arrangements.
For further information regarding the Rights Issue, please refer to the published Prospectus and the Company’s website, www.chordate.com/foretradesemission-2024.
|2 February – 13 February 2024
|Trading in unit rights on Nasdaq First North Growth Market
|2 February – 16 February 2024
|Around 20 February 2024
|Publication of outcome in the Rights Issue
Vator Securities acts as financial adviser and Wistrand Advokatbyrå acts as legal adviser to the Company in connection with the Rights Issue. Vator Securities also acts as issuer agent in connection with the Rights Issue.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Chordate Medical. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Chordate Medical will only be made through the Prospectus that Chordate Medical published on 29 January 2024 on Chordate Medical’s website, www.chordate.com. The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares, warrants or any other securities. This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not need approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Chordate Medical. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Chordate Medical have 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 legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only 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 forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. Chordate Medical does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by appliable legislation.
About this information
The information was submitted for publication, through the agency of the contact persons set out below, at 10.55 CET on February 13th, 2024.