Audientes A/S carries out a directed issue to compensate guarantors
Company announcement no. 33-2022
December 21, 2022
Audientes A/S (CVR. No. 36 04 76 31) has completed its fully subscribed pre-emptive rights issue of units ("Rights Issue"). As previously communicated, and in accordance with entered guarantee agreements, Audientes would compensate top-down guarantors after the completion of the Rights Issue through a directed issue of units, setting off the underwriter’s fee against additional units to the same terms as in the Rights Issue. Therefore, Audientes Board of Directors has today, based on the authorization given by the extraordinary general meeting held on 11 October 2022, resolved on a directed set-off issue of 349 997 units (the “Set-Off Issue”), to the same terms as the Rights Issue, including the subscription price of DKK 1.50 per unit. Payment will be made by offsetting the guarantor's claim on Audientes.
As previously communicated, the top-down guarantors in the Rights Issue were to receive payment for their commitments in the form of units, consisting of two (2) shares and one (1) warrant of series TO 1 in Audientes through a directed issue. Therefore, the Board of Directors have today, based on the authorization given by the extraordinary general meeting held on 11 October 2022, resolved on the Set-Off Issue, of a total of 349 997 units, consisting of 699 994 newly issued shares and 349 997 newly issued warrants of series TO 1. The Set-Off Issue will have the same terms as the Rights Issue, including the subscription price of DKK 1.50 per unit.
The reason for deviating from shareholders' pre-emptive rights is to fulfill Audientes obligations towards guarantors as a result of signed agreements – agreements which were a prerequisite to obtain a fully subscribed Rights Issue. It will also be beneficial for Audientes to compensate guarantors with units instead of for example cash payment, as the compensation in units will increase the flexibility of Audientes cash position. In Audientes’ view, the deviation from the shareholder’s pre-emptive right therefore will contribute to strengthening Audientes’ balance sheet and create improved conditions for the company following the Rights Issue and the Set-Off Issue. Payment must be made by offsetting the claim against Audientes, which consists of the respective guarantor's guarantee compensation.
Through the Set-Off Issue, the number of shares in Audientes will increase by 699 994 shares to a total of 28 747 024 shares, and the share capital will increase by a total of DKK 69 999,40 to DKK 2 874 702,40 (calculated on the number of outstanding shares in the Company after final registration of the Rights Issue and the Set-Off Issue with the Danish Business Authority). The number of outstanding warrants of series TO 1, which have identical terms, increases by 349 997 warrants to a total of 9 699 007 warrants (calculated on the number of outstanding warrants of series TO 1 after final registration of the Rights Issue and the Set-Off Issue at the Danish Business Authority).
Advisors
Audientes has engaged Sedermera Corporate Finance AB as the financial advisor and Danske Bank as the issuing agent and settlement agent in connection with the Set-Off Issue and Rights Issue. Markets & Corporate Law Nordic AB acted as legal advisor and Shark Communication AB acted as communications advisor to the Company.
For more information about the Set-Off Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
Email: cf@sedermera.se
www.sedermera.se
For further information about Audientes, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: st@audientes.com
Povl-André Bang Bendz, Chairman of the Board, Audientes A/S
Phone: +45 77 34 16 80
Email: pab@audientes.com
About Audientes A/S
Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market, online and in retail, and will be introduced to the US over-the-counter market and other markets in the coming years. Companion by Audientes is an advanced hearable consumer electronic product with commercial availability in Europe and USA in early 2023.
Audientes’ mission is to help the approximately 500 million people globally suffering from disabling hearing loss who either cannot afford to buy one of the very expensive hearing aids on the market, or who do not currently have access to a solution to their hearing loss.
Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.
For additional information please refer to the company’s website, https://audientes.com.