CHROMOGENICS RESOLVES ON A DIRECTED ISSUE OF UNITS TO GUARANTORS IN CONNECTION WITH THE COMPLETED RIGHTS ISSUE
PRESS RELEASE
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The Board of Directors of ChromoGenics AB (publ) ("ChromoGenics" or the "Company") has today, on 7 December 2022, resolved on a directed new issue of 347,698 units to guarantors in the rights issue of units resolved upon by the Board of Directors on 6 October 2022 and approved by the Extraordinary General Meeting on 8 November 2022 (the "Rights Issue") who have chosen to receive their guarantee commission in the form of newly issued units in ChromoGenics (the "Remuneration Issue"). The subscription price in the Remuneration Issue corresponds to the subscription price in the Rights Issue, SEK 1.50 per unit, and payment is made by set-off of claims. Each unit consists of five (5) shares and three (3) warrants of series TO 5.
As communicated in connection with the Rights Issue, the guarantors, in accordance with the issue guarantee agreements entered into, had the option of receiving their guarantee commission in the form of cash corresponding to fourteen (14) percent of the amount guaranteed or in the form of newly issued units corresponding to sixteen (16) percent of the amount guaranteed. A number of guarantors have chosen to receive their guarantee commission in the form of newly issued units in the Company. Due to this, ChromoGenics' Board of Directors has today resolved on a directed new issue of 347,698 units to these guarantors.
The reasons for the deviation from the shareholders' preferential rights in the Remuneration Issue are to fulfil the Company's obligations under the issue guarantee agreements.
Payment shall be made through set-off of claims against the Company, which consists of the guarantors guarantee commission. The subscription price in the Renumeration Issue of SEK 1.50 corresponds to the subscription price in the Rights Issue, and has been determined through negotiations between the guarantors and the Company, in consultation with financial advisors and through analysis of a number of market factors. The Board of Directors' assessment is therefore that the subscription price is market-based, taking into account prevailing market conditions.
Through the Remuneration Issue, the total number of shares in ChromoGenics increases by 1,738,490 shares to a total of 142,805,135 shares and the share capital increases by SEK 347,698 to a total of SEK 28,561,027 (based on the number of outstanding shares and the share capital in the Company after the Rights Issue). The dilution effect as a result of the Remuneration Issue amounts to approximately 1.2 percent (based on the number of outstanding shares in the Company after the Rights Issue and the Remuneration Issue).
In the event that all warrants of series TO 5 issued in the Renumeration Issue are fully exercised, the Company's share capital will increase by an additional 208,618.8 SEK to a total of 28,769,645.8 SEK (based on the number of outstanding shares and the share capital in the Company after the Rights Issue and the Renumeration Issue). The number of shares and votes in the Company will increase by further 1,043,094 to a total of 143,848,229 (based on the number of outstanding shares and the share capital in the Company after the Rights Issue and the Renumeration Issue). This will entail an additional dilution effect of approximately 0.7 percent (based on the number of outstanding shares in the Company after the Rights Issue, the Renumeration Issue and upon full exercise of the warrants of series TO 5 that is issued in the Renumeration 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 14:30 CET on 7 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.