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  • Today, the subscription period in Clinical Laserthermia Systems’ rights issue of units begins

Today, the subscription period in Clinical Laserthermia Systems’ rights issue of units begins

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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.

 

Today, June 19, 2023, the subscription period begins in Clinical Laserthermia Systems AB’s (publ) ("CLS" or the "Company") rights issue of units of initially a maximum of approximately SEK 135.7 million before issue costs, which was resolved on at the extraordinary general meeting on June 8, 2023 (“the Rights Issue”). The subscription period in the Rights Issue lasts until July 3, 2023. Please note that trustees may have a final response date for subscription in the Rights Issue that falls before July 3, 2023. The public is also entitled to subscribe for units in the Rights Issue. Furthermore, CLS will participate today, June 19, 2023, 17:25-21:00 at Financial Stockholm's investor meeting in Stockholm, where CEO Dan J. Mogren will present the business and the Company's future plans.

The Rights Issue in brief

 

  • Preferential rights: For each (1) share held, regardless of share class, on the record date of June 15, 2023, one (1) unit right was received. Three (3) unit rights entitle the holder to subscribe for one (1) unit.
  • Unit: One (1) unit consists of twenty-five (25) new B-shares and five (5) new warrants of series TO 6 B.
  • Subscription price: SEK 2.50 per unit, corresponding to SEK 0.10 per new B-share. The warrants of series TO 6 B are issued free-of-charge.
  • Issue amount: If the Rights Issue is fully subscribed, the Company will initially receive approximately SEK 135.7 million before issue costs. The Company may receive an additional maximum of approximately SEK 54.3 million before issue costs related to the attached free-of-charge TO 6 B during February 2024.
  • Pre-subscription- and underwriting commitments: The Rights Issue is up to approximately 84 percent committed to via pre-subscription- and underwriting commitments.

 

For complete terms and conditions, please refer to the prospectus published by the Company on June 12, 2023, with respect to the Rights Issue. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority published on the Swedish Financial Supervisory Authority's website (www.fi.se). The prospectus and a summarizing teaser (in Swedish and English) are also 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. The prospectus has only been drafted in Swedish.

 

Timetable for the Rights Issue

Subscription period:

June 19 – July 3, 2023

Trading in unit rights:

June 19 – June 28, 2023

Announcement of the final outcome of the Rights Issue:

July 4-6, 2023

Trading in paid subscribed units (BTU):

From June 19, 2023, until the Swedish Companies Registration Office has registered the Rights Issue. The last day for trading in BTUs will be announced via a separate press release after the completion of the Rights Issue.

 

Investor presentations

Today, June 19, 2023, at 17.25-21.00, CLS will participate in Financial Stockholm's investor meeting in Stockholm, where CEO Dan J. Mogren will present the business and the Company's future plans. For registration and more information follow the link https://www.eventbrite.se/e/inbjudan-hotell-anglais-stureplan-med-stefan-folster-anders-haglund-biljetter-654873874387?aff=oddtdtcreator.

 

Subscription with preferential right

 

Shareholders or representatives of shareholders who, on the record date of 15 June 2023, were registered with Euroclear Sweden, will receive a pre-printed issue statement with attached payment receipt, as well as a folder containing a summary of the terms of the Rights Issue with reference to the full prospectus. Subscription with the support of preferential rights shall take place via simultaneous cash payment no later than 3 July 2023. Subscription via payment shall be made either with the pre-printed payment receipt that is attached to the issue statement, or via payment instructions on the application form for subscription with the support of unit rights according to the following two alternatives:

 

  1. Issue statement (pre-printed payment receipt from Euroclear)

If all unit rights received on the record date are exercised for subscription, only the pre-printed payment receipt shall be used as a basis for subscription via cash payment. The subscription is binding.

 

  1. Subscription via Nordic Issuing with the support of unit rights

In the event that a different number of unit rights than stated in the pre-printed issue statement is exercised for subscription, e.g. by acquiring or selling unit rights, subscription with the support of unit rights shall be made on Nordic Issuing’s platform https://minasidor.nordic-issuing.se/ and be used as a basis for subscription via cash payment. The shareholder shall log in to the platform and state the number of unit rights to be exercised, the number of units they are subscribing for and the amount to be paid. The subscription is binding.

Nominee-registered shareholders

Shareholders whose holdings of shares in the Company are nominee-registered with a bank or other trustee will not receive an issue statement, however, a folder containing a summary of the terms of the rights issue with reference to the full prospectus will be sent out. Subscription and payment shall instead

be made in accordance with instructions from the respective bank or trustee. Please note that when unit rights are exercised via a bank or trustee, this should be done early in the subscription period, as the respective bank/trustee may set different time limits for the last subscription date.

 

Subscription without preferential right

Application to subscribe for units without preferential rights shall be made on Nordic Issuing’s platform https://minasidor.nordic-issuing.se/. For nominee-registered shareholders, application for subscription of units without preferential rights shall be made to the respective trustee and in accordance with instructions from that trustee, or if the holding is registered with several trustees, from each of them. In order to be able to invoke subsidiary preferential rights, it is required that the subscription is carried out

through the trustee as there is otherwise no possibility to identify a particular subscriber who has subscribed for units both with and without the support of unit rights. Incomplete or incorrectly filled-in subscriptions may be disregarded. It is only permitted to apply for one "Subscription without unit rights". The subscription shall be made no later than 3 July 2023. The application is binding.

 

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.