Brighter to undertake rights issue with overallotment issue.
The board of directors of Brighter AB (publ) resolved on March 30, 2015 to undertake a rights issue of units composed of shares and warrants of approximately SEK 16.3 million. If the issue is oversubscribed, an overallotment issue of shares and warrants totaling SEK 3 million will be undertaken. Upon full exercise of warrants, Brighter can raise additional capital of approximately SEK 4.8–12 million.
Based on the authorization of the 2014 AGM, the board of directors of Brighter AB (publ) resolved on March 30, 2015 to undertake a rights issue of units, composed of shares and warrants, of approximately SEK 16.3 million, with preemptive rights for existing shareholders (the “Rights Issue”). The Rights Issue is guaranteed to 80 percent through subscription commitments by management, the board of directors and existing shareholders and underwriting commitments. If the Rights Issue is oversubscribed, the board of directors has also decided to undertake an overallotment issue of units on the same terms as the Rights Issue, directed at subscribers to units in the Rights Issue that do not have preemptive rights and did not receive full allotment (the “Overallotment Issue”). The Overallotment Issue may raise additional capital of SEK 3 million for the company. Upon full exercise of warrants in the Rights Issue and the Overallotment Issue, the company can raise additional capital of approximately SEK 4.8–12 million.
Rationale in summary
The proceeds of the issues will be used to finance the development of the next generation of Brighter One. With its own 3G connection, Brighter One will, in addition to the basic functions of sampling, measuring, dosing, and logging, offer patients, healthcare professionals, payers, and other interested parties access to valuable data for streamlining and improving care, primarily of diabetes.
Truls Sjöstedt, Brighter founder and CEO:
“With this capital acquisition, we will be able to concentrate fully on bringing forward the development of the next-generation Brighter One. This spring, we have already initiated a number of key partnerships in several areas including industrial design, cloud services, and design and development, thus laying the groundwork for an intensive 2015. When we launch the next-generation Brighter One, Brighter will meet patients’ expectations for e- and mHealth and make it possible for healthcare providers to implement the new flow of relevant data for treatment of diabetes that Brighter One will offer.”
Main terms and conditions of the Rights Issue
Five existing shares will convey the right to one unit, consisting of four new shares and one warrant. The subscription price is SEK 4.80 per unit, corresponding to SEK 1.20 per new share. The subscription period is April 17–May 4, 2015. The issue is limited to 3,391,218 units, through which a maximum of 13,564,872 shares and 3,391,218 warrants may be issued. Upon full subscription of the Rights Issue, the company will raise approximately SEK 16.3 million before issue costs, which will increase share capital by SEK 678,243.60. Each warrant will convey the right to subscribe for one new share in the company at a subscription price equal to 70 percent of the volume weighted average price, calculated as the average of the daily volume weighted price paid for the company’s stock quoted on First North’s official price list over 20 trading days, commencing on the day the company publishes its interim report for January–September 2015, or, if the company has not published any such interim report, on December 23, 2015 (the “Calculation Period”). The minimum subscription price shall be SEK 1.20 and the maximum price shall be SEK 3.00. Subscription of shares with exercise of warrants must take place within a period of three calendar weeks beginning one week after the end of the Calculation Period but no later than February 2, 2016. Upon full exercise of all warrants in the Rights Issue, the company will raise additional capital of approximately SEK 4.1–10.2 million and increase share capital by SEK 169,560.90. The company’s intention is for the warrants to be listed for trading on First North.
Main terms and conditions of the Overallotment Issue
The board of directors resolved on March 30, 2015 to carry out an issue of additional units structured in the same manner as the units issued in the Rights Issue, where each unit consists of four new shares and one warrant upon the same terms and conditions as the warrants in the Rights Issue. The subscription price is SEK 4.80 per unit, corresponding to SEK 1.20 per new share. The subscription period is April 17–May 4, 2015.
The right to subscribe for units in the Overallotment Issue shall, with a waiver of shareholders’ preemptive rights, accrue to investors that have subscribed for units in the Rights Issue without preemptive rights but were not allotted all units for which they subscribed. The issue is limited to a maximum of 625,000 units, through which a maximum of 2,500,000 shares and 625,000 warrants may be issued. Upon full subscription of the Overallotment Issue, the company will raise approximately SEK 3 million before issue costs, which will increase share capital by SEK 125,000. Upon full exercise of all warrants in the Overallotment Issue, the company will raise additional capital of approximately SEK 750,000–1,875,000 and increase share capital by SEK 31,250. The company’s intention is for the warrants to be listed for trading on First North.
Shares and share capital
The company’s current share capital is SEK 847,804.70, distributed among 16,956,094 shares. The issues may potentially increase share capital by SEK 803,243.60 through the issue of a maximum of 16,064,872 shares. Upon full exercise of all warrants, share capital may additionally increase by no more than SEK 200,810.90 through the new issue of a maximum of 4,1016,218 shares. Combined, the aforementioned board resolutions will result, after the issues and upon full exercise of the warrants, in the increase of share capital to a maximum of SEK 1,851,859.20 distributed among a maximum of 37,037,184 shares.
Preliminary key dates for the issues
|Last day of trading in shares including unit rights:||April 10, 2015|
|First day of trading in shares excluding unit rights:||April 13, 2015|
|Record day Euroclear:||April 14, 2015|
|Subscription period:||April 17-May 4, 2015|
|First day of trading in unit rights:||April 17, 2015|
|Last day of trading in unit rights:||April 29, 2015|
|Trading in PSU:||April 17, 2015 through the date the issue has been registered with the Swedish Companies Registration Office (Bolagsverket).|
|Financial advisor:||Stockholm Corporate Finance AB|
|Legal advisor:||Advokatfirman Westermark Anjou AB|
|Issuing institution:||Aktieinvest FK AB|
|Subscription and underwriting
|Subscription and underwriting commitments cover 80 percent of the Rights Issue. Subscription commitments from existing shareholders cover approximately 20 percent of the Rights Issue. Subscription commitments from the board of directors and management cover approximately 14 percent of the Rights Issue.|
About Brighter AB (publ)
By means of its intellectual property Brighter develops innovations for people who live with a medical condition. We develop the tools that improve the situation and everyday lives of individuals. Half of Sweden’s 4.6 million households will be “connected” for home care or through mobile units within five years. Brighter’s objective is to simplify, streamline, and strengthen the relationship between patients and healthcare professionals through the development of innovations in the area of eHealth. As of 2015, this market is already valued at USD 160 billion on a global basis.
The information in this press release does not constitute an offer to acquire, subscribe for, or otherwise trade in shares, unit rights, or other securities in Brighter. The offer to relevant persons to subscribe for shares in Brighter shall be made only through the offering memorandum and folder compiled and distributed to shareholders in the company. The offering memorandum will be publicized and made available, including on the Company’s website, which the Company expects to occur around April 16, 2015. This press release shall not be publicized, published, or distributed, directly or indirectly in or to the United States of America, Canada, Australia, Hong Kong, Japan, New Zealand, Switzerland, Singapore, or South Africa, or any other jurisdiction in which such an action is, in whole or in part, restricted by law, or which would require a further prospectus, registration, or measure other than those required by Swedish law. The information in this press release shall furthermore not be distributed or reproduced in a manner which contravenes such restrictions or would entail such requirements. Failure to comply with the restrictions outlined in this notice may constitute a violation of applicable securities law.
This press release neither constitutes nor forms part of an offer to sell or solicitation of an offer to buy or subscribe for securities in the United States of America. No securities mentioned herein have been registered or will be registered pursuant to the United States Securities Act of 1933 (the “Securities Act”) or securities law in any United States State or other United States jurisdiction and shall not be offered, subscribed for, exercised, pledged, sold, resold, delivered, or transferred, either directly or indirectly, within the United States. This press release may contain certain forward-looking statements that reflect Brighter’s current outlook on future events, such as financial and operational performance. Words such as “intend,” “assess,” “anticipate,” “may,” “plan,” “estimate,” and variations of such words and similar expressions that entail indications or predictions of future performance or trends, constitute forward-looking statements. Forward-looking statements are by nature associated with both known and unknown risks and uncertainties because they are dependent upon future events and circumstances. Forward-looking statements constitute no guarantee of future results or performance and actual results may differ materially from that expressed in forward-looking statements.
The company's stock is listed on NASDAQOMX First North/BRIG.
Visit our website and subscribe to press releases: www.brighter.se
Brighter’s Certified Adviser on Nasdaq OMX First North is Remium Nordic AB, Per Grundström +46 (0)8 – 454 32 29, CorporateFinance@remium.com, www.remium.com.
For further information, please contact:
|Henrik Norström, COO
+46 733 40 30 45
|Truls Sjöstedt, CEO
+46 709 73 46 00