DanCann Pharma A/S: Updated time plan and material terms of the rights issue
COPENHAGEN, Denmark, 15 May 2024 - DanCann Pharma A/S (SS: DANCAN) ("DanCann Pharma" or the "Company"), a Danish company powered by cannabinoids, published (on 30 March 2024) that the Company intends to carry out a rights issue, and that the offer memorandum was planned to be published on 16 May 2024. However, the date of publication of the offer memorandum has been postponed to 24 May 2024, and the time plan for the rights issue has been postponed correspondingly. Updated time plan and material terms of the rights issue are further described above.
As set out in press release published on 30 March 2023, the Company will carry out a rights issue (i.e. an issue of new shares with pre-emptive rights for the Company’s existing shareholders). Below is set out the material terms of the rights issue.
Material terms of the rights issue
The Offer
The Offer is comprised by a maximum of 1,832,907,879 new shares of the Company, each of a nominal value of DKK 0.01, and in the event of full subscription of the rights issue, the share capital of the Company will be increased by nominally DKK 18,329,078.79 (equivalent to a total issue of 1,832,907,879 new shares).
The rights issue of new shares is directed at investors in Denmark and Sweden. The new shares are offered to the public with pre-emptive subscription rights for existing shareholders.The New Shares issued in the rights issue will carry the same rights as the existing shares of the Company.
Allocation of pre-emptive rights
Each holder of existing shares registered with Euronext Securities on 10 June 2024 (the record date) at 5:59 pm CET as a shareholder in the Company will be allocated eleven (11) pre-emptive rights for each existing share. For each (1) pre-emptive right, the holder is entitled to subscribe for 1 new share at a subscription price of DKK 0.01 per new share.Subscription Price
The subscription price is DKK 0.01 per new share.Subscription Period
The subscription period of the new shares will commence on 11 June 2024 at 9:00 am CET and will close on 24 June 2024 at 5:00 pm CET.Guarantee commitments
DanCann Pharma has received guarantee commitments (i.e. commitments to subscribe for shares) of approximately DKK 8.959 million, which corresponds to approx. 48.88% of the issue volume, of which (i) approximately DKK 5.5 million consists of bottom-up guarantee commitments, and (ii) approximately DKK 3.459 million consists of top-down guarantee commitments. Any subscription of shares by those having provided bottom-up guarantee commitments will be by way of cash subscription of new shares. Any subscription of shares by those having provided top-down guarantee commitments will be carried out by way of conversion of existing debt in the Company.
In addition to the above, an existing lender of the Company (New Growth Opportunities 2) has committed to convert an outstanding loan of an amount of DKK 3,350,000 to shares of the Company at a price of DKK 0.01, provided that the Company receives cash subscriptions of DKK 5.5 million in the rights issue (which the Company has secured) but otherwise regardless of the outcome of the rights issue.Publication of the outcome of the rights issue
The result of the rights issue will be communicated in a company announcement expected to be published through Spotlight no later than three trading days after the expiry of the subscription period, and the result of the rights issue is therefore expected to be announced on 27 June 2024.The proceeds and issue costs
In the event of full subscription of the rights issue, the Company’s gross proceeds will be DKK 18,329,078.79. In the event of full subscription of the rights issue, the Company’s costs in connection with the Offer are estimated at approx. DKK 4.7 million, and hence the net proceeds will in this case be approx. DKK 13.629 million. In the event that the rights issue will not be subscribed for by any other than those having provided guarantee commitments, the costs of the Company in connection with the rights issue are estimated at DKK 3.3 million.Share capital of the Company
On the 17 April 2024, an extraordinary general meeting of the Company resolved to complete a reduction of the Company's share capital from 6,248,549.5875 to 1,666,279.89 by transfer of the amount to a special reserve fund (in Danish: henlæggelse til særlig reserve) by way of reduction of the nominal value per share of the Company. The capital reduction will be completed on 16 May 2024 following a 4-week notice period (“proklama”)Therefore, as of the date on which the offer memorandum is published, the nominal value of the Company’s registered share capital is DKK 1,666,279.89 divided into 166,627,989 shares, each having a nominal value of DKK 0.01. The Company’s share capital is not divided into share classes, and all shares carry the same rights. All shares are issued in accordance with the provisions of the Danish Companies Act, fully paid-up and freely transferable.
Each Existing Share carries 1 vote.
In the event of full subscription of the rights issue, the share capital of the Company will increase from nominally DKK 1,666,279.89 to 19,995,358.68, and the number of outstanding shares will increase from 166,627,989 shares to 1,999,535,868 shares.Dilution
Upon issue of the new shares, existing shareholders’ share of ownership of the Company may be reduced. In the event of full subscription of the rights issue, if an existing shareholder refrains from exercising its pre-emptive rights allocated to the existing shareholder in connection with the rights issue, the existing shareholder's ownership will be diluted by approximately 91.67%. If the existing shareholders elect to partly exercise the pre-emptive rights allocated to them, the rate of dilution will be between 0 to 91.67% depending on the exercise (in the event of full subscription of the rights issue). If the existing shareholders exercise their pre-emptive rights in full, they will not be diluted.
Full terms and conditions for the rights issue as well as other information about the Company will be included in the offer memorandum regarding the rights Issue that the Company is expected to publish on 24 May 2024.
Updated time plan for the rights issue
Date of publication of the memorandum 24 May 2024 Last trading day with existing shares including pre-emptive rights 6 June 2024 First trading day with existing shares excluding pre-emptive rights 7 June 2024 Record date for allocation of pre-emptive rights 10 June 2024 Period of trading with Pre-Emptive Rights 7 June 2024 at 9:00 am CET - 20 June 2024 at 5:00 pm CET Period of trading with temporary Shares 7 June 2024 - 8 July 2024 Subscription Period 11 June at 9:00 am CET - 24 June at 5:00 pm CET Announcement of the outcome of rights issue 27 June 2024 Date of registration of the capital increase with the Danish Business Authority 3 July 2024 First day of trading with new shares 9 July 2024 Please note that adjustments may be made to the time plan.
Advisors
EK Equity AB is acting as a financial advisor to DanCann Pharma.
Mazanti-Andersen is acting as the legal adviser of DanCann Pharma.About DanCann Pharma A/S
DanCann Pharma A/S (SS: DANCAN) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids.
DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen/Stockholm.
For more information, visit: www.dancann.com
For further information, please contact:
Jeppe Krog Rasmussen, CEO
E-mail: jkr@dancann.com
Forward-looking-statement:
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.