Episurf Medical AB (publ) publishes prospectus; Episurf’s former CEO’s incentive programmes terminated
The prospectus regarding the rights issue in Episurf Medical AB (publ) (“Episurf” or the “Company”) has been approved and registered by the Swedish Financial Supervisory Authority and is now available on the Company’s website (www.episurf.com).
On 18 January 2017, the Board of Directors of Episurf resolved on an up to approximately SEK 120 million new issue of A and B shares with preferential rights for shareholders, subject to subsequent approval of an extraordinary general meeting. The extraordinary general meeting held on 20 February 2017 resolved to approve the resolution of the Board of Directors. The prospectus regarding the rights issue and admission for trading of the new B shares on Nasdaq Stockholm has today been approved and registered by the Swedish Financial Supervisory Authority.
Episurf has reached a final agreement with the former CEO Rosemary Cunningham Thomas, who left the Company on 5 January 2017. The agreement includes, among other things, a settlement of the vested part of the incentive programme resolved upon by the annual general meeting of the Company on 24 May 2016, which means that no “incentive shares” in the Company’s UK subsidiary Episurf UK Limited will be issued to Cunningham Thomas. The employee stock options issued to Cunningham Thomas in accordance with a resolution on the extraordinary general meeting of Episurf on 18 August 2016 are also terminated.
The prospectus and the application form can be obtained from Episurf and Erik Penser Bank and will also be available on Episurf’s website (www.episurf.com) as well as Erik Penser Bank’s website (www.penser.se).
Advisors
Asperia AB and Erik Penser Bank are financial advisors and Gernandt & Danielsson is legal advisor to Episurf in connection with the rights issue.
Episurf Medical AB (publ)
The Board of Directors
For more information, please contact:
Pål Ryfors, acting CEO and CFO, Episurf
Tel: +46 70 962 36 69
Email: pal.ryfors@episurf.com
About Episurf Medical
Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and personalized treatment alternatives. Episurf Medical’s Episealer® personalized implants and Epiguide® surgical drill guides are developed for treating localized cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.
Episurf Medical AB (publ) publishes this information in compliance with the Swedish Act on Trading in Financial Instruments. This information was announced on February 23, 2017, at 16.00 (CET).
Important information
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Episurf Medical AB (publ) (“Episurf”). Invitation to the persons concerned to subscribe for shares in Episurf will only be made through the prospectus that Episurf intends to publish at the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial statements as well as information regarding the company’s board of directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by Episurf.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or laws applicable in other jurisdictions.
No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Episurf’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.