Clinical Laserthermia Systems conducts a directed offset issue to underwriters in connection with the completed rights issue of units
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Clinical Laserthermia Systems AB (publ) ("CLS" or the "Company") has completed the rights issue of units, which was resolved on at the extraordinary general meeting on June 8, 2023 (the "Rights Issue"). In connection with this, a directed offset issue of units is conducted to the underwriters who have chosen to receive remuneration in the form of new units, in accordance with the underwriting agreements entered as part of the Rights Issue and as previously communicated (the "Remuneration Issue"). The subscription price in the Remuneration Issue is set at SEK 2.50 per unit (which corresponds to the established subscription price of SEK 0.10 per new B-share in the completed Rights Issue) and payment is made through set-off of the underwriter's claim for underwriting remuneration. The Remuneration Issue comprises a total of 1,254,240 new units, consisting of a total of 31,356,000 new B-shares and 6,271,200 new free of charge warrants of series TO 6 B, in the Company.
As previously communicated in connection with the Rights Issue, the underwriters had, in accordance with the entered underwriting agreements, the opportunity to choose remuneration in the form of cash or in the form of units in the Company. A number of underwriters in the Rights Issue have chosen to receive underwriting remuneration in the form of units. Hence, the board of directors has, based on the authorization from the annual general meeting on 29 June 2023, decided on the Remuneration Issue, which comprises a total of 1,254,240 new units, consisting of a total of 31,356,000 new B shares and 6,271,200 new warrants of series TO 6 B, in the Company. Thus, one (1) unit consists of 25 new B shares and 5 new warrants of series TO 6 B.
The purpose of the Remuneration Issue and the reason for the deviation from the shareholders' preferential rights is to fulfill the Company's obligations towards the underwriters as a result of the entered underwriting agreements. In addition, the board of directors of CLS deem that it is advantageous for the Company's financial position, through improved liquidity, to utilize the possibility to partially pay the underwriting remuneration in the form of units instead of cash. The marketability of the underwriting remuneration was determined and ensured, with an arm's length distance to the Company's board of directors, through customary market sounding conducted by the Company's financial advisors towards external qualified investors prior to the Rights Issue. Consideration was also given to other equivalent underwriting remunerations in the market at the same time.
Payment shall be made by offsetting the claims against the Company, consisting of each underwriter's remuneration. The subscription price has, by agreement with the underwriters, been set at SEK 2.50 per unit, which corresponds to SEK 0.10 per new B-share and thus the subscription price in the completed Rights Issue. For bottom-up underwriting commitments a cash remuneration of twelve (12) percent of the underwritten amount is paid, alternately an optional remuneration of fourteen (14) percent of the underwritten amount in the form of units. For top-level underwriting commitments a cash remuneration of sixteen (16) percent of the underwritten amount is paid, alternately an optional remuneration of eighteen (18) percent of the underwritten amount in the form of units.
Through the Remuneration Issue, the number of B-shares in CLS increases with 1,356,000 to a total of 1,335,158,489 B-shares. The total number of shares in the Company will thus amount to 1,335,758,489 shares (of which 600,000 are A-shares). Upon registration of the Remuneration Issue with the Swedish Companies Registration Office, the Company's share capital will thus have increased by approximately SEK 362,096, to approximately SEK 15,425,207 (calculated on the number of outstanding shares in the Company after final registration of the Rights Issue and the Remuneration Issue with the Swedish Companies Registration Office). The number of outstanding warrants of series TO 6 B increases by 6,271,200 to a total of 234,582,810 (calculated on the number of outstanding warrants of series TO 6 B in the Company after final registration of the Rights Issue and the Remuneration Issue with the Swedish Companies Registration Office).
The dilution effect due to the Remuneration Issue amounts to approximately 2.3 percent of the votes and approximately 2.4 percent of the capital, (calculated on the number of outstanding shares and votes in the Company after final registration of the Rights Issue and the Remuneration Issue with the Swedish Companies Registration Office). Upon full exercise of all warrants of series TO 6 B, the share capital may increase by an additional maximum of approximately SEK 2,708,939 by issuing an additional maximum of 234,582,810 new B shares. The dilution effect upon full exercise of all warrants of series TO 6 B then amounts to approximately 14.9 percent of the votes and approximately 14.9 percent of the capital.
Advisors
Sedermera Corporate Finance AB and Redeye AB are Joint Lead Managers in connection with the Rights Issue and Remuneration Issue. Markets & Corporate Law Nordic AB is legal advisor and Nordic Issuing AB acts as issuing agent in connection with the Rights Issue and Remuneration Issue.
For more information on the Rights Issue and Remuneration Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
E-mail: info@sedermera.se
Website: www.sedermera.se
Redeye AB
Phone: +46 (0)8 545 013 30
E-mail: info@redeye.se
Website: www.redeye.se
The information was submitted, through the agency of the contact person set out below, for disclosure on July 14, 2023.
For more information about CLS, please contact:
Dan J Mogren, CEO, Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: dan.mogren@clinicallaser.com
About CLS
Clinical Laserthermia Systems AB (publ) develops and sells the TRANBERG®|Thermal Therapy Systems, including Thermoguide Workstation and sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy, according to regulatory approvals in the EU and the US. The products are marketed for image-guided laser ablation and used in studies for treatment with imILT®, the Company's interstitial laser thermotherapy for immunostimulatory ablation with potential abscopal effects. CLS is headquartered in Lund and has subsidiaries in Germany, the US and Singapore. CLS is listed on the Nasdaq First North Growth Market under the symbol CLS B. The Certified Advisor (CA) is FNCA Sweden AB, Tel: +46 8 528 00 399. E-mail: info@fnca.se.
For more information about CLS, please visit the Company's website: clinicallaser.se
Important information
This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants, unit rights, BTUs or other securities in Clinical Laserthermia Systems AB investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus that will be made public before the start of the subscription period in the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.
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, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, warrants, unit rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require additional prospectus, registration or other measures than under Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.
Neither shares, warrants, unit rights, BTUs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intends", " estimates", "expects", "may", "plans", "believes", " anticipates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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, unless required by law or the rules of Nasdaq First North Growth Market.
This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.