CHROMOGENICS ANNOUNCES OUTCOME OF RIGHTS ISSUE
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.
The Board of Directors of ChromoGenics AB (publ) ("ChromoGenics" or the "Company") announces the outcome of the rights issue of units with preferential rights for the existing shareholders, announced on 6 October 2022 (the "Rights Issue"). The Rights Issue was 48.8 percent subscribed for with and without the support of unit rights. In total, 11,977,794 units were subscribed for with the support of unit rights, representing approximately 45.3 percent of the Rights Issue, and 941,492 units were subscribed for without the support of unit rights, representing approximately 3.6 percent of the Rights Issue. The remaining guaranteed part of the Rights Issue, corresponding to 8,240,726 units or approximately 31.2 percent, will be allocated to guarantors and ChromoGenics will thereby receive a total of approximately SEK 31.7 million before issue costs.
Outcome of the Rights Issue
The subscription period for the Rights Issue ended on 29 November 2022 and the outcome shows that the Rights Issue was subscribed for approximately 48.8 percent with and without the support of unit rights. In total, 11,977,794 units were subscribed with the support of unit rights, corresponding to approximately 45.3 percent of the Rights Issue, and 941,492 units without the support of unit rights, corresponding to approximately 3.6 percent of the Rights Issue. The remaining guaranteed part of the Rights Issue, corresponding to 8,240,726 units or approximately 31.2 percent, will be allocated to guarantors. The Rights Issue will raise approximately SEK 31.7 million before issue costs, which are expected to amount to approximately SEK 7.0 million, including the costs of the guarantors (assuming that all guarantors will choose payment in cash). The proceeds of the issue will be used primarily to enable continued growth and finance an upscaling of the Company's sales.
Notification of the allocation of units subscribed for without subscription rights will be sent to those who have been allocated units in the form of a settlement note. Shareholders registered with a trustee will receive notification of allocation in accordance with the procedures of the respective trustee. Allotment of units subscribed for without the support of subscription rights has been carried out in accordance with the principles set out in the prospectus published on 8 November 2022.
CEO Fredrik Fränding comments:
“I would like to thank our shareholders, both new and those who have supported us over the years, for your renewed confidence in us. We have taken important steps in our strategic direction, whereby we have reduced our costs, increased focus on our core competence and started building partnerships in Europe. Despite an uncertain economy, we are seeing continued strong interest in taking measures to transition the real estate industry. Sharply rising electricity prices, a rising global focus on sustainability and hot summers are creating an even greater need for change and great opportunities for us and our sustainable solutions.”
Number of shares and share capital
Following registration of the Rights Issue with the Swedish Companies Registration Office, the Company’s share capital will increase by SEK 21,160,012 to a total of SEK 28,213,329. The number of shares in the Company will increase by 105,800,060 to a total of 141,066,645. This entails a dilution effect of approximately 75.0 percent.
If all warrants of series TO 5 are fully exercised, the Company’s share capital will increase by an additional SEK 12,696,007.2 to a total of SEK 40,909,336.2. The number of shares in the Company will increase by an additional 63,480,036 to a total of 204,546,681. This entails an additional dilution effect of approximately 31.0 percent and a total dilution effect of approximately 82.8 percent.
Trading in BTU
Trading in paid subscribed Units (“BTU”) on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the Rights Issue and BTU is converted to shares and warrants of series TO 5, which is expected to occur around week 51 2022.
Trading in new shares and warrants
The new shares will be admitted for trading in connection with the conversion of BTU to shares and warrants of series TO 5 taking place, which is expected to occur around week 51 2022.
The warrants of series TO 5, with short name CHRO TO5 and ISIN code SE0019070442, are intended to be admitted to trading on Nasdaq First North Growth Market in connection with the conversion of BTU to shares and warrants of series TO 5 taking place, given that the conditions for admission to trading, e.g. in relation to distribution, are fulfilled.
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
This information is information that ChromoGenics AB (publ) 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 18:15 CET on 1 December 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. Any purchase of Units of ChromoGenics in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue, which was approved by the Swedish Financial Supervisory Authority on 8 November 2022.
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.