Brighter accelerates the commercialization of Actiste and carries out a rights issue – without trading of subscription rights – of approximately SEK 192 million
The Board of Directors of Brighter AB (publ) ("Brighter" or "the Company") today, with the support of the issuance authorization granted at the Annual General Meeting on May 9, 2019, has decided to carry out a new issue of approximately SEK 192 million ("the Offer") to the Company's shareholders.
The terms and conditions have been designed to benefit and reward the Company's shareholders. The Offer does not constitute a customary rights issue, and applies only to those who hold shares in the Company as of the record date of December 12, 2019. Subscription without the support of subscription rights is not possible, and there will be no trading in subscription rights. The last day for trading, including the right to participate, is December 10, 2019.
Should the existing shareholders not subscribe to their full rights, an external party has offered to subscribe to the remaining shares at the current market price, with an 8 percent discount. However, this shall be no more than 20 percent of the number of shares in the Offer. See paragraph "Top up issue", below.
Summary of the Offer
- Each share held on the record date of December 12, 2019 entitles the holder to subscribe to a new share at a subscription price of SEK 2 per share.
- Subscription without the support of subscription rights is not possible. Trading in subscription rights will not take place.
- The subscription of shares shall take place during the period December 13, 2019 to January 3, 2020. Payment for subscribed shares shall be made in cash.
- Upon full subscription, the Company will receive approximately SEK 192 million before issue costs, which are estimated to amount to approximately SEK 1 million.
- The company's share capital can be increased by a maximum of SEK 4,805,560.20 through a new share issue of a maximum of 96,111,204 shares.
Background and purpose
During 2019, Brighter was certified under ISO 13485, the framework for medical devices, and the Company's first solution, the Actiste device, was awarded market approval in the EU (CE-mark). These certifications mean that Brighter now has all the conditions in place for a broad launch of Actiste and its treatment platform.
"After many years of development work, market analysis and preparation for large-scale manufacturing – with all necessary permits and certifications in place, and a strong financial position – we can now accelerate the launch and commercialisation of Actiste," says Henrik Norström, CEO of Brighter AB.
"In recent years, the financing of our operations has mainly consisted of convertible loan structures, warrants and directed issues. Now, we want to give our current shareholders an opportunity to invest – in what we consider to be very favourable conditions – in our ongoing global commercialization. This capital raise also enables us to terminate the financing deal with Winance, which many shareholders did not like."
The offer is not a traditional rights issue, but a first of its kind and specifically created to award the Company's entire shareholder base. The Board believes that the Offer will lead to increased interest in the Company's operations and its shares.
"The company has a committed and strong shareholder base, and with this offer we want to give everyone the best possible opportunity to participate," says Henrik Norström.
The proceeds from the Offer will mainly be used according to the distribution outlined below:
| Actiste production | Approx. SEK 106 000 000 |
| New product development | Approx. SEK 35 000 000 |
| Market investments | Approx. SEK 25 000 000 |
| Working capital | Approx. SEK 25 000 000 |
| Issue costs | Approx. SEK 1 000 000 |
| TOTAL | SEK 192 000 000 |
Further information about the Offer
Upon full subscription, the total number of shares in the Company will increase by 96 111 204 from 96 111 204 to 192 222 408, and the share capital will increase by SEK 4 805 560.20 from SEK 4 805 560.20 to SEK 9 611 120.40. The newly issued shares will then constitute 50 percent of all outstanding shares. Existing shareholders who do not subscribe to their eligible shares will, upon full subscription, see their ownership in the Company diluted to a corresponding degree.
Top up issue
As it is possible that not all the shares in the Offer will be subscribed to by the shareholders of the Company, the Board intends to decide on one or more directed new issues of up to the number of offered shares not subscribed for in the Offer to one or more institutional investors, of a maximum of 20 percent of the number of shares in the Offer. The subscription of shares in such a top up issue is intended to take place at a subscription price that corresponds to the volume-weighted average price during the trading days of the period from the time the decision on the Offer is published, up to ten trading days before the record date for the Offer, minus eight (8) percent.
Prospectus
Brighter will, on the basis of the Offer, draw up a prospectus that is expected to be published on November 29, 2019.
Subscriptions and guarantees
The offer is not covered by any subscription agreements or guarantee agreements.
Preliminary schedule
| November 29, 2019 | Estimated date for publication of prospectus |
| December 10, 2019 | Last trading day of shares with the right to participate in the Offer |
| December 11, 2019 | First trading day of the shares without the right to participate in the Offer |
| December 12, 2019 | Record day for participation in the Offer |
| December 13, 2019 - January 3, 2020 | Subscription period |
| January 3, 2020 | Settlement |
For further information, please contact:
Henrik Norström, CEO
Phone: +46 733 40 30 45
Email: henrik.norstrom@brighter.se
Ann Zetterberg, CFO
Phone: +46 708 37 21 23
E-mail: ann.zetterberg@brighter.se
About Brighter AB (publ)
Brighter is a health-tech company from Sweden with a vision of a world where managing chronic diseases is no longer a struggle. We believe a data-centric approach is key to provide smarter care for chronic conditions. Our daily-care solutions facilitate the flow of real-life treatment data between chronic-disease patients, their loved ones and their care providers – improving quality of life, easing the burden on healthcare systems, and opening new opportunities for data-driven research. Brighter is certified under ISO 13485. In 2019 the company won the Swecare Rising Stars Award. https://brighter.se/
The Company's shares are listed on Nasdaq First North Growth Market/BRIG. Brighter’s Certified Adviser is Eminova Fondkommission AB, +46 (0)8 – 684 211 10, adviser@eminova.se, www.eminova.se.
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 08:15 CET on November 18, 2019.