Calmark explores the feasibility of carrying out a directed issue of shares
Calmark Sweden AB ("Calmark" or "the Company") has instructed Erik Penser Bank to explore the feasibility of carrying out a directed new issue of approximately SEK 20 million (the “Directed issue”) by means of an accelerated book building process ("the Book Building Process"). The Directed Issue will be conditional on the subsequent approval of an extraordinary general meeting, which is planned to be held on December 23, 2020.
The subscription price of the new shares in the Directed Issue will be determined by means of the Book Building Process, which will commence immediately following the publication of this press release and finish before trading commences on Spotlight Stock Market on December 8, 2020. Calmark will announce the outcome of the Directed Issue in a press release when the Book Building Process has been completed.
The Board of Directors may at any time choose to discontinue, extend or shorten the Book Building Process, or to refrain from resolving on conducting the Directed Issue. As the subscription price of the Directed Issue is determined through the Book Building Process, it is the Board of Directors's assessment that the subscription price is ensured to be on market conditions.
The Directed Issue requires, among other things, that the Board of Directors of Calmark resolves to carry out a new issue of shares contingent on the subsequent approval of the extraordinary general meeting that is planned to be held on December 23, 2020.
The reason for the deviation from the shareholders’ preferential rights is to diversify and strengthen the Company's shareholder base and to raise capital to improve Calmark's financial position in a time- and cost-efficient manner.
Adviser
Erik Penser Bank is financial adviser and Stenbergets Avtalslösningar AB legal adviser to the Company in connection with the Directed Issue.
This information is information that Calmark Sweden AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (Regulation (EU) No 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 17:31 CET on December 7 2020.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, CANADA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation
.
For more information, please contact:
Anna Söderlund, CEO
Telephone: +46 70 214 98 93
E-mail: anna.soderlund@calmark.se
About Calmark Sweden AB (publ)
Calmark is a medical technology company developing a point-of-care (POC) analysis method with easier and faster diagnostics of medical conditions in newborns. The unique test platform consists of a portable instrument and test cassettes for various biomarkers. The first test, Neo-Bilirubin, was launched to the market in 2020. In the Western world, the introduction of POC diagnostics is resulting in huge savings and shorter care chains. In less developed healthcare systems, the product will offer a decision support which is currently lacking, since the access to hospital laboratories often is limited. Calmark aims to become the global leader in POC diagnostics for newborns and, in the long term, to offer all relevant tests for the first period of life. In addition to products for newborns, Calmark develops a POC test for assessment of COVID-19 disease severity. The B share is listed on the Spotlight Stock Market and is traded under the CALMA B ticker. Read more at www.calmark.se/eng/home.
Important information
Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Calmark nor from anyone else.
This press release does not identify or purport to identify the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Erik Penser Bank. The information contained in this press release is announced for background purposes only and does not purport to be complete. Investors should not rely solely on the information contained in this press release or its accuracy or completeness. Erik Penser Bank acts on account of the Company in conjunction with the transaction, and not on the account of anyone else. Erik Penser Bank is not responsible towards anyone else than the Company to provide the protection it offers to its clients, nor to supply advice in connection with the transaction or regarding any other matters mentioned herein.
This press release does not constitute a recommendation concerning any investor's decision with regard to the Directed Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release as well as all publicly available information. The price and value of the securities can go down as well as up. Past performance is not a guide to future performance.
This press release does not constitute an offer, part of an offer or solicitation of any offer to acquire 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 applicable exemption from registration under the U.S. Securities Act of 1933, as amended (“Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, Switzerland, South Africa, the United States or any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions would require prospectus, registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Calmark has not authorized any offer to the public of shares or rights in any member state of the EES and no prospectus has been or will be prepared in connection with the Directed Issue. In any EES member state, this communication is only directed at "qualified investors" in that member state as defined by the Prospectus Regulation.
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” 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 British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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 document and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”may”, ”plan”, ”estimate”, ”should”, ”could”, ”aim” or ”might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements, which are a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors, nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither the Company, nor anyone else, undertakes any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
For the purposes of fulfilling the product governance requirements within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the ”MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, Calmark's shares have been subject to a product approval process, which has determined that these shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the ”Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of Calmark's shares may decline and investors could lose all or part of their investment; Calmark's shares offer no guaranteed income and no capital protection; and an investment in Calmark's shares is suitable only for investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.
The Target Market Assessment does not, for the avoidance of doubt, constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Calmark.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Calmark and determining appropriate distribution channels.