Audientes A/S: Issuer Memorandum related to Rights Issue published
Company announcement no. 18-2024
16 May 2024
The board of directors of Audientes A/S (CVR.No. 36 04 76 31) has today published the Issuer Memorandum for the forthcoming rights issue of shares (“the Rights Issue”), for which the subscription period starts on 22 May 2024. The Issuer Memorandum will be available on the websites of the company (www.audientes.com) and Spotlight Stock Market (www.spotlightstockmarket.com).
On 14 May 2024 Audientes announced that the Board of Directors had resolved on an issue of shares with pre-emptive rights for existing shareholders. The decision was taken pursuant to existing authorizations in the Company’s articles of association.
A summary document for investors will also be published on the website of the Company in connection with the start of the subscription period. Subscription forms for manual subscription of remaining shares will be also made available on the website coinciding with the start of the subscription period.
Timetable for the Rights Issue
- Last day of trading in shares including the right to receive subscription rights: 16 May 2024.
- First day of trading in shares excluding the right to receive subscription rights: 17 May 2024.
- Trading in subscription rights: 17 May 2024 – 31 May 2024 (the last day of trading in subscription rights will be announced through a separate press release).
- Record date for participation in the Rights Issue: 21 May 2024.
- Subscription period: 22 May 2024 – 4 June 2024
- Publication of the final outcome of the Rights Issue: around 10 June 2024
The Rights Issue in brief
Summary of the Offer
The Company’s nominal share capital will increase by a maximum of DKK 1,387,686 and a maximum of 138,768,644 new shares, each with a nominal value of DKK 0.01.
The Rights Issue is conducted with pre-emptive share rights (“Subscription Rights”) for existing shareholders.
The net proceeds from the Rights Issue amount to a maximum of approximately DKK 4.1 million assuming that the Rights Issue is fully subscribed.
Subscription price
The New Shares are offered at the subscription price of DKK 0.035 per new share (excluding fees, if any, from the investor's own custodian bank or brokers).
Subscription period
The subscription period of the Rights Issue will commence on 22 May 2024 at 9:00 a.m. CEST (Central European Summer Time = local Danish time) and will close on 4 June 2024 at 5:00 p.m. CEST (the “Subscription Period”)
Subscription amount
Shares are subscribed pro rata, or for as many as Existing shareholders wishes to subscribe. Existing shareholders have the right to subscribe for more than their pro rata right if not subscribed in full by the current shareholders and the general public can subscribe for shares that are not subscribed by the existing shareholders.
Allocation of Subscription Rights
Each shareholder (as per the Record Date of 21 May 2024) will for every 1 (one) share receive 2 (two) Subscription Rights. 1 (one) Subscription Right give the holder the right to subscribe for 1 (one) New Share (a ratio of 2:1).
Subscription and payment
Subscription with the support of subscription rights will take place during the subscription period in accordance with the “Terms and conditions” section in the Memorandum. Please note that the subscription rights that the shareholder does not intend to use must be sold no later 31 May 2024, to not expire without value.
Pre-subscription- and guarantee commitments
Approximately 26 percent of the Rights Issue, corresponding to approximately DKK 1.3 million, is covered by pre-subscription commitments.
Dilution
As at the Memorandum Date, the Company's registered share capital had a nominal value of DKK 693,843.22 divided into 69,384,322 Existing Shares with a nominal value of DKK 0.01. All Existing Shares are issued and fully paid up, and each Existing Share represents 1 vote. Upon issue of the New Shares, the percentage of ownership of the Existing Shareholders may be reduced. If the Existing Shareholders refrain from exercising Subscription Rights allocated to them in connection with the Offering, each Existing Shareholder's ownership will be diluted by approx. 67 percent. If the Existing Shareholders elect to partly exercise the Subscription Rights allocated to them, the rate of dilution will be between 0 to 67 percent depending on the exercise. If the Existing Shareholders exercise their Subscription Rights in full, they will not be diluted.
For more information about the Rights Issue, please contact:
Bjørn Wennerlund, Villand Capital
Phone: +45 60 13 77 86 or +46 730 - 93 96 30
Email: info@villandcapital.com
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: st@audientes.com
About Audientes A/S
Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.
Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan.
For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu, or www.audientes.in.