Calmark Sweden AB (publ) publishes information memorandum in view of rights issue
The Board of Directors of Calmark Sweden AB (publ) (“Calmark” or “the Company”) announces today that the information memorandum in view of the Company's previously announced rights issue (“the Rights Issue”) has been approved by Spotlight Stock Market. The information memorandum and other relevant information will be made available on the Company’s website, www.calmark.se, on Hagberg & Aneborn Fondkommission AB’s website, www.hagberganeborn, and on Spotlight Stock Market’s website, www.spotlightstockmarket.com.
The rights issue in brief
On 22 October 2021, the Board of Directors resolved, on the authority of the Annual General Meeting of 18 May 2021, to carry out a rights issue of not more than 4,611,064 B shares, entailing an increase of the share capital of up to SEK 461,106.40. Upon full subscription, the Company will receive approximately MSEK 24.9 in proceeds before issuance costs.
Those that were registered as shareholders in the Company on the record date, 5 November 2021, have a preferential right to subscribe for new B shares in proportion to their respective number of shares held on that date. One (1) existing share entitles the holder to one (1) subscription right and six (6) subscription rights entitle to subscription of 1 (1) newly issued B share. The subscription price amounts to SEK 5.40 per B share.
The Rights issue is covered by subscription commitments and guarantee undertakings corresponding to 53.6 percent and 26.4 percent of the full amount, respectively. In total, approximately 80 percent of the Rights Issue is hence covered by subscription commitments and guarantee undertakings.
Timetable, all dates referring to 2021
| 3 November | The last day of trading in the B share with the right to participate in the Rights Issue |
| 4 November | The first day of trading in the B share without the right to participate in the Rights Issue |
| 5 November | Record date for participation in the Rights Issue. Shareholders that were registered in the shareholder registry on this date will receive subscription rights. |
| 8 November | Publication of information memorandum |
| 9 November-18 November | Trading in subscription rights |
| 9 November–23 November | Subscription period |
| 9 November until the registration of the issue with the Swedish Companies Registration Office. | Trading in BTA B (paid subscribed B shares) |
| 29 November | Estimated date of announcement of the outcome of the Rights Issue |
Advisers
Stockholm Corporate Finance is financial adviser and Moll Wendén Advokatbyrå legal adviser in conjunction with the Rights Issue. Hagberg & Aneborn Fondkommission AB is the issuing agent in connection with the Rights issue.
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
THE INFORMATION HEREIN IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
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 and selling 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 sells 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.
About Stockholm Corporate Finance, Stockholm
Stockholm Corporate Finance is an independent and privately owned financial advisor offering qualified advisory services related to capital raisings, changes in ownership, and mergers and acquisitions (M&A) to listed and privately held companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which consists of 49 M&A advisors and investment banks in 36 countries. Stockholm Corporate Finance is an investment firm under the supervision of the Swedish Financial Supervisory Authority and a member of the trade organization SwedSec Licensing AB. For more information, please visit: www.stockholmcorp.se
Important information
The information in this press release does not constitute an offer to acquire, subscribe for, or by any other means trade in, shares or other securities issued by the Company. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. The invitation for concerned persons to subscribe for shares in the Company will only be given through the information memorandum, which the Company intends to publish.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such action would be unlawful, subject to legal restrictions, or require other actions in addition to what follows from Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or other jurisdiction of the United States.
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”, “assess”, “expect”, “may”, “plan”, “consider”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, constitute 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 what is expressed in the forward-looking statements. Neither the Company, nor anyone else, undertakes any obligation to review, update, confirm or 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, except as otherwise required by law or by Spotlight Stock Market’s rulebook for issuers of shares.
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