CHROMOGENICS HAS SUCCESSFULLY COMPLETED A DIRECTED SHARE ISSUE OF APPROXIMATELY SEK 16 MILLION
The board of directors of ChromoGenics AB (publ) (”ChromoGenics” or the ”Company”) has today, subject to subsequent approval by the extraordinary general meeting on 5 April 2024, resolved on a directed issue of 2,505,885 shares (the ”Directed Issue”). The subscription price amounts to SEK 6.44 per share and was determined based on an accelerated bookbuilding procedure carried out by Vator Securities AB (acting as Sole Bookrunner). The subscribers in the Directed Issue consist of existing shareholders, including the Company's two largest shareholders Färna Invest AB and Parment Förvaltning AB. In addition, the Company has received subscription intentions from all shareholding board members, including the Company’s chairman, Johan Hedin, and the Company's CEO, Fredrik Fränding. The proceeds from the Directed Issue will mainly be used to strengthen the sales organisation, intensify partnership dialogues and finance the Company's working capital. In connection with the Directed Issue, ChromoGenics has also entered into loan agreements, on market terms, of a total of SEK 7 million, SEK 5 million with Parment Förvaltning AB, of which SEK 2.5 million is intended to be set off against shares in connection with the Directed Issue, and SEK 2 million with Bengt Josefsson Utveckling Aktiebolag.
The Directed Issue
The board of directors of ChromoGenics has today, subject to subsequent approval by the extraordinary general meeting on 5 April 2024, resolved on a directed share issue of 2,505,885 shares. The subscription price in the Directed Issue amounts to SEK 6.44 per share, corresponding to approximately 5 per cent discount compared to the closing price of the Company's share on Nasdaq First North Growth Market prior to the board of directors' resolution on the Directed Issue. Since the subscription price has been determined through an accelerated bookbuilding procedure, it is the board of directors' assessment that the subscription price reflects current market conditions and is thus market-based.
Through the Directed Issue, ChromoGenics receives approximately SEK 16 million before issue costs. The subscribers in the Directed Issue consist of existing shareholders, including the Company's two largest shareholders Färna Invest AB and Parment Förvaltning AB. In addition, the Company has received subscription intentions from all shareholding board members, including the Company’s chairman, Johan Hedin, and the Company's CEO, Fredrik Fränding. The proceeds from the Directed Issue will mainly be used to strengthen the sales organisation, intensify partnership dialogues and finance the Company's working capital.
Prior to the Directed Issue, the Board has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more favourable for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the Company would not be able to meet its capital needs. A rights issue would also expose the Company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and high underwriting fees to underwriters. In light of this, since the Directed Issue (i) meets the capital needs to strengthen the sales organisation, intensify partnership dialogues and finance the Company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that clearly and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be carried out with preferential rights for the shareholders. The Board of Directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the Company's and all shareholders' interest and thus the most appropriate alternative.
Dilution
The Board intends, inter alia, to propose to the Extraordinary General Meeting on 5 April 2024 that the share capital shall be reduced by SEK 12,374,904.64, from SEK 35,062,217.64 to SEK 22,687,313. This reduction entails that the quota value per share is reduced from approximately SEK 8.5 to SEK 5.5.
Through the Directed Issue, the number of shares in the Company will increase by a maximum of 2,505,885 shares, from 4,124,966 to 6,630,851, and the share capital will increase by a maximum of 13,782,367.5 SEK, from 22,687,313 SEK to 36,469,680.5 SEK (based on the quota value of the share after the reduction of the share capital that the board of directors intends to propose to the extraordinary general meeting on 5 April 2024). This corresponds to a dilution effect of approximately 37.8 per cent of the shares and votes in the Company.
Extraordinary General Meeting
The board of directors' resolution on the Directed Issue is conditional upon approval and resolution by the extraordinary general meeting on 5 April 2024. In order to carry out the Directed Issue at the stated subscription price, the Company's share capital must be reduced in order to lower the quota value of the Company's shares. The board of directors of the Company has therefore proposed that the extraordinary general meeting, where the board of directors' resolution on the Directed Issue is to be approved, resolves to reduce the Company's share capital for allocation to non-restricted equity. The resolution on the Directed Share Issue assumes and is conditional upon the extraordinary general meeting resolving to reduce the Company's share capital in accordance with the board of directors' proposal to the extraordinary general meeting. Notice of the extraordinary general meeting will be published through a separate press release.
Loan financing
In connection with the Directed Issue, ChromoGenics has also entered into loan agreements, on market terms, totalling SEK 7 million, SEK 5 million with Parment Förvaltning AB, of which SEK 2.5 million is intended to be set off against shares in connection with the Directed Issue, and SEK 2 million with Bengt Josefsson Utveckling Aktiebolag. The loans run until 27 December 2024, with the possibility of early repayment at no cost.
Advisors
Vator Securities is Sole Bookrunner and issuing agent and Advokatfirman Schjødt is legal advisor to ChromoGenics in connection with the Directed Issue.
For more information, please contact:
Fredrik Fränding, CEO
Tel: +46(0) 18 430 0430
Email: info@chromogenics.com
About this information
This information is information that ChromoGenics AB 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 21:40 CET on 5 March 2024.
About ChromoGenics
ChromoGenics is a proptech company that produces smart dynamic glass, improving indoor environment and well-being while reducing energy consumption, operational costs, and climate impact in real estate. The product, ConverLight® dynamic glass, is based on a unique patented technology from the Ångström Laboratory in Uppsala, where electrochromic coatings are sputtered onto plastic films. The result is a dynamic foil that can be laminated into glass, providing effective sun protection in buildings and reducing environmental impact in production, transportation, and usage. The dynamic foil is easy to transport and can be applied by local partners in the glass industry, avoiding the need for long-distance shipments of bulky glass. All products from ChromoGenics prioritize environmental and health aspects, focusing on eco-friendly materials, reduced energy consumption, increased access to daylight and views, and improved indoor comfort.
ChromoGenics' production facility in Uppsala has been partly financed through conditional loans from the Swedish Energy Agency. ChromoGenics' stock (CHRO) is listed on the Nasdaq First North Growth Market, with Vator Securities serving as the Certified Adviser.
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. No prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to ”qualified investors” in that Member State as defined in the Prospectus Regulation.
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.