Brighter announces outcome of rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, SOUTH AFRICA, CANADA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Brighter AB (publ) (“Brighter” or the “Company”) has completed the rights issue of units, consisting of shares and warrants of series TO7 and TO8, which was approved by the extraordinary general meeting on December 7, 2021 (the “Rights Issue”). The Rights Issue has been subscribed for to a total of 85.4 percent, where approximately 46.0 percent was subscribed for by use of unit rights, approximately 1.7 percent was subscribed for without use of unit rights and approximately 37.7 percent was subscribed for by underwriters.
The subscription period in the Rights Issue ended on January 24, 2022. The final outcome shows that a total of 166,666,667 units have been subscribed for through the Rights Issue and the Company will thus receive approximately SEK 100.0 million before issue costs. Upon full exercise of all warrants of series TO7, the Company may be provided with an additional capital injection of up to approximately SEK 126.7 million after the exercise periods that runs from and including June 1, 2022 to and including June 15, 2022. Upon full exercise of all warrants of series TO8, the Company may be provided with an additional capital injection of up to approximately SEK 75.0 million after the exercise periods that runs from and including May 22, 2023 to and including June 2, 2023.
Allocation of units subscribed for without the support of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on December 22, 2021 due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately by a settlement note sent out. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Through the Rights Issue, the number of shares in the Company increase by 333,333,334 shares, from 390,311,348 shares to 723,644,682 shares and the share capital increase by SEK 16,666,666.70, from SEK 19,515,567.40 to SEK 36,182,234.10. In the event that all warrants are also fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional maximum of 500,000,001 shares, from 723,644,682 shares to 1,223,644,683 shares, and the share capital will increase with an additional maximum SEK 25,000,000.05, from SEK 36,182,234.10 to SEK 61,182,234.15. Each warrant series TO7 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) of the Company's share on Nasdaq First North Growth Market during the period from and including May 16, 2022, to and including May 30, 2022, however a minimum of SEK 0.05 and a maximum of SEK 0.38 per share. The terms for warrants of series TO8 are calculated in the same way as for warrants of series TO7, but the VWAP is measured from May 4, 2023, to and including May 17, 2023, however a minimum of SEK 0.05 and maximum SEK 0.45 per share.
Trading with BTU (Paid Subscribed Unit) takes place on Nasdaq First North Growth Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 6, 2022.
In connection with the Rights Issue, a number of external investors, Mangold Fondkommission and members of the board of directors and management have made underwriting commitments. For underwriting commitments made, underwriting compensation of 10 percent of the underwritten amount is paid in cash or alternatively 14 percent of the underwritten amount in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than January 31, 2022. The subscription price for any units issued as underwriting compensation has been set at SEK 0.60 per unit, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 46,276,888 new shares may be issued as underwriting compensation to the underwriters.
Advisors
Mangold Fondkommission AB is the financial advisor to Brighter in connection with the Rights Issue. Synch Advokat AB is the legal advisor to the Company in connection with the Rights Issue.
For more information, please contact:
Investor Relations
IR@brighter.se
Certified Adviser
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 16:50 CET on January 26, 2022.
About Brighter
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 providing smarter care for chronic conditions. Our daily-care solutions are designed with a vision to facilitate the flow of real-life treatment data between chronic-disease patients, their loved ones and their care providers – aiming to improve quality of life, easing the burden on healthcare systems, and opening new opportunities for data-driven research. Brighter's quality management system is ISO13485 certified. In 2019 the Company won the Swecare Rising Stars Award. The Company's shares are listed on Nasdaq First North Growth Market/BRIG.
For more information, please visit our website at www.brighter.se
Important information
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 Brighter. 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 Brighter will only be made through the Prospectus published by the Company on December 22, 2021. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on www.brighter.se. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation” and 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 Brighter. 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. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
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, Canada, Hong Kong, Japan, New Zealand, 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 Brighter 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, warrants 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”, “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.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.