Brighter secures external financing of up to SEK 100 million to support the launch of Actiste® and issues free warrants to its shareholders.
Brighter has signed an agreement relating to an investment of up to SEK 100 million. The capital will be used for the production and the launch of Actiste , the company's unique diabetes service. The transaction is carried out through a private placement of convertible notes with warrants attached in up to eight tranches spread over 36 months. The first Tranche issued by Brighter amounts to SEK 30 million.
- This investment will enable us to launch and produce Actiste in order to meet the demand. We are pleased to be able to welcome a large international institutional investor among our investors, says Truls Sjöstedt, Brighter's CEO and founder.
The Tranches are subscribed by a fund managed by L1 Capital Pty, Ltd. (the “Investor”). L1 Capital is a boutique fund manager based in Melbourne, with around AUD$ 1 billion under management. L1 Capital manages 5 funds with positions across the globe and sectors and has been one of Australia’s top performing Australian equity fund managers since its inception in 2007. L1 Capital also operates in the USA and in Europe through an office located in New York, which will manage L1 Capital’s investment in Brighter. L1 Capital’s investments in Europe focus on technology and healthcare smallcap companies presenting a strong growth potential.
The placement of the first tranche is the first transaction launched under a global issuance agreement entered into by Brighter with the Investor dated April 25, 2017.
In connection with this transaction, Brighter will also issue free warrants to existing shareholders, to protect them against dilution. One (1) warrant will be allocated for fourteen  shares held on 14 days after the date of this press release. The shareholders warrants have the same characteristics as those of the Investor.
Highlights about the transaction:
· Private placement of SEK 30 million launched today through the issuance of Notes with Warrants attached. · Upon the full exercise of the Warrants of the first Tranche and the Shareholders Warrants, the investment can reach an additional SEK 34.5 million. · Maximum additional potential financing of up to SEK 70 million (plus up to SEK 35 million upon exercise of all the Warrants) through similar further private placements of Notes with Warrants attached over the next 36 months, subject to fulfilment of certain conditions. · As a technical measure in order to meet the Investor’s demand for immediate access to its shares, Brighter’s CEO Truls Sjöstedt will, during a transitional period, lend shares to the share agent. · Brighter’s Board of Directors has approved the issuance of the first Tranche within the limitations of the 2016 Annual General Shareholders Meeting resolution. · At the 2017 Annual General Shareholders Meeting, Brighter will propose to resolve an increase of the maximum numbers of shares that can be issued, to give the possibility for Brighter to approve the issuance of further tranches of Notes with Warrants attached.
Notes and Warrants of the first Tranche.
· The Notes have a principal amount of SEK 100,000 each. They bear no interest and have a maturity of 18 months from today. During their term, the Investor may request to convert any or all of the Notes at a variable conversion price representing a 6% discount over the reference price on the conversion date. · Upon such conversion request, Brighter shall have the option to remit, at its discretion, cash, shares in the capital of Brighter or a combination of both. This characteristic will enable Brighter to manage the potential dilution resulting from the Notes. · The Warrants have a maturity of three (3) years from today and are immediately detached from the Notes. Each Warrant gives right to subscribe for one (1) new share (subject to standard adjustments) in Brighter at a fixed strike price representing a 30% premium to the reference price on the issuance date of the Warrants. The strike price for Warrants under the first Tranche is set at SEK 5.12. · The Warrants will be admitted to trading on Nasdaq First North. · Assuming the exercise of all the Warrants over the next 3 years, the Investor will be entitled to subscribe for a further maximum number of 2,929,687 shares, subject to standard adjustments. · The issuance of the first Tranche of Notes with Warrants falls within the authority that was delegated by the shareholders to the board of directors during the annual general meeting of shareholders of 17 May 2016.
Notes and Warrants of the subsequent Tranches
· Brighter’s Board of Directors has committed to the Investor that it will, at the 2017 Annual General Shareholders Meeting, propose to resolve an increase of the maximum numbers of shares that can be issued and to delegate the authority to the Board of Directors to approve the issuance of further Tranches of Notes with Warrants attached. · Additional terms of the Notes and Warrants of the subsequent Tranches: · Notes with Warrants may be issued in several Tranches of SEK 10 million each (such amount may be increased upon mutual consent of the Investor and Brighter). · Brighter can request the Investor to subscribe a new Tranche by exercising Tranche Warrants every 6 months (or earlier to the extent all outstanding Notes have been converted or redeemed). · At the discretion of the Investor, the Warrants of each Tranche may be admitted to trading on Nasdaq First North, provided that they have the same characteristics as those already traded (to this extent, the Investor will be required to accept less favorable characteristics in order to allow their fungibility with existing Warrants already traded).
The terms and conditions of the Notes and the Warrants will also be published on Brighter's website .
The transaction in short:
· Investor is a fund managed by L1 Capital Pty, Ltd. · Investor commitment to SEK 100 million of convertibles notes with warrants attached in multiple tranches over the next 36 months.
· Principal amount of SEK 100,000 per Note. · Interest free. · Maturity of 18 months. · Conversion price 6% discount over the reference price. (Reference price is the lowest daily volume weighted average price (VWAP) during the past 15 trading days). · Brighter has the option to remit cash or shares in the capital.
· Maturity of three (3) years. · Strike price is the tranches issuance reference price plus 30%.
· Issuance of tranches is at Brighter’s discretion. · Tranche issuance reference price is the lowest daily VWAP during the past 15 trading days. · Number of Notes per tranche is the tranche amount divided by 100,000. · Number of Warrants per tranche to the Investor is the tranche amount divided by (strike price multiplied by two). · As close as possible to 130% of Warrants are issued to Brighter’s shareholders per tranche as a protection mechanism against dilution.
Example based on one tranche:
· Issuance of tranche: · Tranche amount: SEK 30,000,000 · Tranche issuance reference price: SEK 4.62 · Strike price of Warrants: SEK 4.62 * 1.30 ≈ SEK 6 · Number of Notes: 30,000,000 / 100,000 = 300 Notes · Number of Warrants: 30,000,000 / (2 *6) = 2,500,000 · Number of additional Warrants for Brighter’s Shareholders: 2,500,000 * 1.3 = 3,250,000
· Conversion of Notes: · Reference price: SEK 10.63 · Conversion price: SEK 10.63 * 0.94 ≈ SEK 10 · Number of shares: SEK 30,000,000 / SEK 10 = 3,000,000 shares
· Full exercise of Warrants: · Investment from Investor’s Warrants at exercise: SEK 6 * 2,500,000 = SEK 15,000,000 · Investment from Shareholders Warrants at exercise: SEK 6 * 3,250,000 = SEK 19,500,000 · Total number of shares from Warrants: 5,750,000 · Total additional investment from Warrants: SEK 34,500,000
· Dilution of shareholders per current number of shares from Notes and at full exercise of all Warrants: ~9.1%
For more information, please contact:Truls Sjöstedt, CEO Tel: +46 709 73 46 00 Email: firstname.lastname@example.org
Henrik Norström, COO Tel: +46 733 40 30 45 Email: email@example.com
About ActisteOne of Brighter’s healthtech solutions is the Diabetes Management subscription service solution Actiste® simplifies insulin-treated diabetes by gathering all the most important daily routine functions in a unified connected device with which the person living with diabetes can measure blood sugar levels, set dosage and inject insulin, as well as automatically log and share information.
About Brighter AB (publ)Brighter develops healthtech solutions with its data-driven mobile health services. Through its intellectual property and its first launch Actiste®, the company creates a more efficient care chain with focus on the individual. The goal is to simplify, streamline and enhance the information flow of relevant and reliable data between the patient and health care professionals. Brighter is initially focused on diabetes care, but there are opportunities in the future to operate on a broader level, spanning more diseases and treatment approaches. This is done through The Benefit Loop®, Brighter’s cloud-based service that continuously collects, analyzes and shares data on the user's terms.
The Company's shares are listed on NASDAQOMX First North/BRIG . Brighter’s Certified Adviser on Nasdaq OMX First North is Remium Nordic AB +46 (0)8 – 454 32 50, CorporateFinance@remium.com, www.remium.com.
This information is information that Brighter AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:45 CET on April 26 2017.
This press release contains inside information as referred to in article 7 paragraph 1 of Regulation (EU) 596/2014 (Market Abuse Regulation).
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains do not, and will not, constitute an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of Brighter in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), it being specified that the securities of Brighter have not been and will not be registered within the US Securities Act. Brighter does not intend to register securities or conduct a public offering in the United States of America.