Clinical Laserthermia Systems receives additional pre-subscription commitments and top-level underwriting commitments in the upcoming 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") hereby informs that the Company has received additional pre-subscription commitments and so-called top-level underwriting commitments for a total of approximately SEK 14.6 million in the upcoming rights issue of units of maximum initially approximately SEK 135.7 million before issue costs, for which the subscription period starts on Monday, June 19, 2023 (the "Rights Issue"). Members of the board of directors and management of the Company have entered into subscription commitments to subscribe for units corresponding to a total of approximately SEK 0.7 million in the Rights Issue. Furthermore, the Company has entered into an additional subscription commitment corresponding to approximately SEK 1 million and so-called top-level underwriting commitments corresponding to a total of approximately SEK 12.9 million from external qualified investors. Following the top-level underwriting commitments, the Rights Issue is now covered up to approximately 84 percent (corresponding to approximately SEK 114.2 million) by pre-subscription commitments and underwriting commitments.
CLS announced on May 8, 2023, that the board of directors had decided to propose an extraordinary general meeting to resolve on the Rights Issue. On June 8, 2023, the extraordinary general meeting resolved on the Rights Issue in accordance with the board of director’s proposal.
The Company today announces that it has increased the amount of pre-subscription commitments from previously a total of approximately SEK 1 million to a total of approximately SEK 2.8 million. The additional pre-subscription commitments in the Rights Issue thus amounts to approximately SEK 1.8 million.
The Company also announces that it has increased the amount of underwriting commitments from previously a total of approximately SEK 100.2 million to a total of approximately SEK 113.1 million via top-level underwriting commitments from external qualified investors. The top-level underwriting commitments in the Rights Issue thus amounts to approximately SEK 12.9 million (corresponding to approximately 9.5 percent of the issue volume in the Rights Issue) and is agreed from approximately 75 percent up to approximately 84 percent of the issue volume in the Rights Issue.
For entered top-level underwriting commitments, a cash compensation of 16 percent of the amount underwritten is paid, alternatively an optional compensation of 18 percent in the form of units. In case the underwriters choose compensation in the form of units, these will be received through a directed offset issue after the completion of the Rights Issue at the same price as units in the Rights Issue.
No compensation is paid for the pre-subscription commitments. Pre-subscription and underwriting commitments are not secured by pre-transaction, bank guarantee or similar arrangements.
For more information about CLS and the Rights Issue, please refer to the prospectus prepared and published by the Company on June 12, 2023. The prospectus, including complete terms and conditions, is available on the Company's (https://clinicallaser.se/investor-relations/corporate-governance/rights-issue-2023/), Sedermera Corporate Finance AB's (www.sedermera.se), Redeye AB's (www.redeye.se) and Nordic Issuing AB's (www.nordic-issuing.se) respective websites.
Advisors
Sedermera Corporate Finance AB and Redeye AB are Joint Lead Managers in connection with the Rights Issue. Markets & Corporate Law Nordic AB is legal advisor and Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For more information on the Rights 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
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.
This disclosure contains information that CLS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 13-06-2023 11:40 CET.