BULLETIN FROM CHROMOGENICS' EXTRAORDINARY GENERAL MEETING ON 8 NOVEMBER 2022
PRESS RELEASE
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN CHROMOGENICS AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW.
ChromoGenics AB (publ)'s ("ChromoGenics" or the "Company") Extraordinary General Meeting took place today. The Extraordinary General Meeting resolved as set out below.
Approval of the Board of Directors resolution on a rights issue
The Extraordinary General Meeting resolved to approve the Board of Directors’ resolution on 6 October 2022 to issue units with preferential rights for the current shareholders in the Company. Shareholders who on the record date, 11 November 2022, are registered shareholders in ChromoGenics in the share register kept by Euroclear Sweden AB have preferential rights to subscribe for units in relation to the number of shares held on the record date. The shareholders will receive one (1) unit right for each share held on the record date. Four (4) unit rights entitle to subscription of three (3) Units. In total, a maximum of 26,449,938 units will be issued. Each unit consists of five (5) shares and three (3) warrants issued without cost. The share capital will increase by not more than SEK 26,449,938 through the issue of not more than 132,249,690 shares. In addition, a maximum of 79,349,814 warrants will be issued. One (1) warrant of series TO 5 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during a period of 14 trading days ending on 7 March 2023 (including 7 March 2023), but not less than SEK 0.2 and not more than SEK 1 per share. Subscription of shares through the exercise of warrants shall take place during the period from and including 13 March 2023 up to and including 27 March 2023. Upon full exercise of all warrants, the Company’s share capital will increase by not more than SEK 15,869,962.8.
The subscription price has been set to SEK 1.5 per unit, which corresponds to a subscription price of SEK 0.3 per share, and the initial issue proceeds are expected to amount to up to SEK 39.7 million before deduction of transaction costs relating to the rights issue. Additional information regarding the rights issue is included in the prospectus which will be published later today, 8 November 2022.
Resolution on amendment to § 4 and § 5 in the Articles of Association
The Extraordinary General Meeting resolved to, in accordance with the Board of Directors proposal, amend § 4 and § 5 in the Articles of Association. The resolution means that the limits for the share capital will be not less than SEK 23,000,000 and not more than SEK 92,000,000 and that the limits for the numbers of shares in the Company will be not less than 115,000,000 and not more than 460,000,000.
Resolution on authorization for the Board of Directors to resolve on new issues
The Extraordinary General Meeting resolved to, in accordance with the Board of Directors proposal, authorize the Board of Directors to, on one or several occasions up until the next Annual General Meeting, resolve on issues of shares, warrants and/or convertibles with or without provisions of set-off or other conditions. The number of shares that may be issued under the authorization, and the increase of the share capital, shall not be limited other than by the limits for the number of shares and share capital as set out in the Articles of Association in its registered wording at each time. The Board of Directors shall have the right to determine all terms and conditions for the new issue.
Advisors
Vator Securities is the financial advisor and issuer agent and Advokatfirman Schjødt is the legal advisor to ChromoGenics in connection with the Rights Issue.
For more information, please contact:
Fredrik Fränding, CEO
Tel: +46(0)72 249 24 62
Email: info@chromogenics.com
About this information
The information was submitted for publication, through the agency of the contact persons set out above, at 10:00 CET on 8 November 2022.
About ChromoGenics
ChromoGenics is a PropTech company that produces dynamic glass for real estate. One company product, ConverLight® Dynamic, controls indoor comfort by optimising daylighting, good views and blocking solar heat, and thereby contributing to reducing costs for cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are sputtered onto plastic film and then laminated between glass layers. The plastic film is easy to transport which means long distance shipping of bulky glass can be avoided. ChromoGenics also offers ConverLight® Static, a static glass version, and a façade glazing solution, ConverLight® Energy. ChromoGenics has supplied glazing technology to a large number of major real estate companies. Its shares were listed on the Nasdaq First North Growth Market in 2017.
ChromoGenics emerged from world-leading research at the Ångström Laboratory at Uppsala University. The company’s production site in Uppsala has been partly financed via conditional loans from the Swedish Energy Agency. ChromoGenics shares (CHRO) are listed on the Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser: certifiedadviser@penser.se, +46 (0)8 463 83 00.
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in ChromoGenics in any jurisdiction, either from ChromoGenics or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (“the Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.