C-RAD publishes prospectus and provides new financial information included in the prospectus

C-RAD publishes prospectus in connection with the rights issue and provides new financial information included in the prospectus

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, JAPAN OR HONG KONG OR WITHIN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD NOT COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

The Rights Issue

C-RAD’s annual general meeting held on 14 April 2016 resolved on a new share issue of up to a maximum of approximately SEK 45,4 million with preferential right for the Company’s existing shareholders, in proportion to their shareholdings as of the record date, 28 April 2016 (the “Rights Issue”). The Company intends to use the proceeds from the Rights Issue to cover the working capital needs up until the Company has become long-term cash flow positive, which it is expected to become during 2017, as well as to finance increased sales and marketing activities in the Company’s core markets. In addition, approximately SEK 5.0 million will be used to repay a shareholder loan and approximately SEK 10.0 million will be used to repay a bridge loan. The proceeds from the Rights Issue are expected to be sufficient to cover C-RAD’s working capital needs until the Company becomes long-term cash flow positive.

For every share held on the record date the holder will receive one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for one (1) new share. A-shares give subscription rights that entitle to subscribe for A-shares and B-shares give subscription rights that entitle to subscribe for B-shares. The subscription price is set at SEK 8.25 per new share (regardless of class), which means that the Rights Issue will raise a maximum of SEK 45,427,222.50, before the costs for the Rights Issue, through the issuance of a maximum of 5,506,330 shares, of which A-shares comprise no more than 172,577 and B-shares no more than 5,333,753. The Rights Issue will result in an increase of the share capital of not more than SEK 825,949.76. After the Rights issue the number of shares and in C-RAD will amount to a maximum of 27,531,653, of which 862,887 will be A-shares and 26,668,766 will be B-shares, excluding the Over-allotment Option.

The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the Rights Issue is 28 April 2016. This means that the Shares trade excluding preferential right to participate in the Rights Issue from and including 27 April 2016. The subscription period runs from and including 2 May up to and including 16 May 2016, or such later date as decided by the board of directors (the “Board”).

In the event that not all subscription rights are exercised for subscription with preferential rights the Board may resolve, within the maximum limits of the Rights Issue, on allotment of shares without preferential rights. Whereby, in the event of oversubscription, allotment shall primarily take place to those who have subscribed for shares with subscription rights and subscribed for additional shares pro rata to their subscription with subscription rights, and secondarily to others who have subscribed for shares without subscription rights pro rata to the number of shares subscribed for without preferential rights, and thirdly to those who have guaranteed the Rights Issue by subscription for shares pro rata to the guarantee made by each such person, and, where this is not possible, through a drawing of lots.

Subscription of shares by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of shares without the exercise of subscription rights shall be made on a separate subscription list and subscribed shares shall be paid in cash no later than two (2) banking days after the notice of allotment has been sent to the subscriber, or such later date as the Board may decide. The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.

Over-allotment Option

The Board has proposed that the annual general meeting resolves to issue up to 1,818,181 additional B-shares under the Over-allotment Option, resulting in an increase of the share capital of not more than SEK 272,727.24, at a subscription price of SEK 8.25 per share. The Over-allotment Option can be exercised and is subject to that the Rights Issue is over-subscribed. If fully exercised, C-RAD is provided with additional proceeds of SEK 14,999,993.25. The allocation of the new shares under the Over-allotment Option is proposed to be based on demand and with an aim to create a good shareholder base, with strategic investors and large shareholders with a long-term participation interest and a good distribution of the Company’s shares, and is to be decided by the Board without preferential right for the Company’s shareholders. Should the Over-allotment Option be fully subscribed, the number of shares in C-RAD will amount to a maximum of 29,349,834, of which 862,887 will be A-shares and 28,486,947 will be B-shares. Potential proceed from the Over-allotment Option will be used to accelerate growth, primarily through increased marketing activities and an increased sales force.

The Rights Issue is fully covered by subscription undertakings and guarantee commitments

A number of C-RAD's major shareholders, Per Hamberg (incl. Hamberg Förvaltning AB), Olle Stenfors and Lars Kling, as well as persons within the Board and management, together representing approximately 25.8 (38.7) percent of the share capital (votes), have through subscription undertakings undertaken to subscribe for shares of approximately SEK 11.7 million in the Rights Issue, corresponding to 25.8 percent of the total proceeds. In addition, a consortium of Swedish investors consisting of, among others, major shareholders, have through guarantee commitments undertaken to subscribe for new shares in the Rights Issue to a total of up to approximately SEK 38.4 million, equivalent to 84.4 percent of the total proceeds of the Rights Issue. The total guaranteed compensation, amounts to about SEK 2.1 million. This means that the Rights Issue is fully covered by subscription undertakings and guarantee commitments.

 

Update on the first quarter of 2016

Revenues for the first quarter of 2016 are expected to be slightly higher than the corresponding period last year and in line with the Company's internal budget. Order intake is expected to be significantly lower than for the first quarter of 2015. The expected decrease is mainly on the back of several delayed orders, which thus have not been recorded for the period, coupled with an exceptionally strong order intake for the comparable period in 2015. The Company’s operating expenses has increased over the last year, primarily driven by increased personnel costs as a result of hiring several new employees.

In the Prospectus C-RAD’s capital structure and other financial information as per 31 March 2016, that has previously not been published, will be disclosed. The following tables show this information about C-RAD’s equity, net debt as well as additional financial information as per 31 March 2016.  

 

Equity and liabilities, MSEK 31 mars 2016  
Current Liabilities    
Guaranteed -  
Secured 13.6  
Unguaranteed/unsecured[1] 23.1  
Total current liabilities 36.7  
     
Non-current liabilities    
Guaranteed -  
Secured -  
Unguaranteed/unsecured[2] 13.2  
Total non-current liabilities 13.2  
     
Shareholders’ equity    
Share capital 3.3  
Additional paid-in capital
Retained earnings[3]
Total[4]
193.0
-157.2
39.1
 
 
Net financial indebtedness, MSEK
31 mars 2016
A Cash -
B Cash and cash equivalents 6.6
C Trading securities -
D Liquidity A + B + C 6.6
     
E Current financial receivables -
     
  Current interest bearing debt  
F Current debt to credit institutions 13.6
G Current portion of non-current debt -
H Other current financial debt 5.0
I Current interest bearing debt F + G + H 18.6
J Net indebtedness I - E -D 12.0
     
  Non-current interest bearing debt  
K Non-current bank loans -
L Corporate bonds issued -
M Other non-current liabilities 11.7
N Total non-current interest bearing indebtedness K + L + M 11.7
     
O Total net interest bearing indebtedness J + N 23.7
         

[1] Consists of payables, warranty provisions, other current liabilities and accrued expenses and deferred income.

[2] Consist of convertible debentures and other non-current liabilities.

[3] Up until 31 December, 2015.

[4] Does not include profit for January-March, 2016.

 

Time table

28 April 2016                                     Record date, i. e. registered shareholders will receive subscription rights carrying the right to participate in the Rights Issue

2 May – 12 May 2016                       Trading in subscription rights

2 May – 16 May 2016                       Subscription period

11 May 2016                                      Expected date for publication of the addendum to the prospectus

Around 19 May 2016                         The outcome of the Rights Issue is announced

End of May 2016                               The Rights Issue is completed and registered

 

Advisors

Pareto Securities AB is financial advisor to C-RAD and Baker & McKenzie Advokatbyrå KB is legal advisor to Pareto Securities AB and C-RAD in connection with the Rights Issue and Over-allotment Option. 

IMPORTANT INFORMATION

This press release does not constitute an offer or invitation to acquire shares in C-RAD. The prospectus relating to the Rights Issue has been approved and registered by the Swedish FSA (Finansinspektionen) and is available on inter alia C-RAD website.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. C-RAD does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

 

 

About C-RAD

C-RAD develops innovative solutions for use in advanced radiation therapy. The C-RAD group offers products and solutions for patient positioning, tumor localization and radiation treatment systems. End users are radiation therapy clinics worldwide. All product development is conducted in three fully owned subsidiaries: C-RAD Positioning AB, C-RAD Imaging AB and C-RAD Innovation AB, all of which are located in Uppsala, Sweden. Employees currently number 43. C-RADs business originates from research and development at Karolinska Institutet in Solna, Sweden. Sales of the companys first product, the C-RAD SentinelTM, started in 2007. Cooperation agreements have been signed with Elekta (Sweden), Varian (USA) and IBA (Belgium). C-RAD is represented by distributors specialized in radiation therapy on major markets. C-RAD has established three companies for direct sales: C-RAD Inc. in the US, C-RAD GmbH in Germany and C-RAD WOFE in China. Cyrpa International SPRL, a Franco-Belgian laser company, is a wholly owned subsidiary whose operations are being integrated. C-RAD AB is listed on NASDAQ Stockholm.

For more information on C-RAD, please visit www.c-rad.com

 

For further information:

Tim Thurn, CEO C-RAD AB, Phone +46-18-666930, Email investors@c-rad.com

 

The above information is price-sensitive and must therefore be disclosed under the Securities Market Act (2007:528).