Episurf Medical announces outcome of preferential rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE UNITED KINGDOM, JAPAN, NEW ZEALAND, SINGAPORE, SWITZERLAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL
Through the rights issue, Episurf Medical AB (publ) (”Episurf Medical” or the ”Company”) will receive proceeds amounting to approximately SEK 51m before deduction of costs related to the rights issue. 13,884,906 shares, corresponding to approximately 40.7 per cent of the rights issue, were subscribed for by the exercise of subscription rights (including subscription undertakings). Furthermore, 918,363 shares were subscribed for without subscription rights, corresponding to approximately 2.7 per cent of the rights issue. 19,295,764 shares, corresponding to approximately 56.6 per cent of the rights issue, were subscribed for by guarantors.
Episurf Medical has carried out a rights issue to finance the EPIC-Knee study as well as a continued expansion of European operations, which includes commercialization efforts and investments in clinical trials. Episurf Medical has received proceeds of approximately SEK 51m through the rights issue before deduction of costs related to the rights issue.
Comment from Episurf Medical’s CEO, Pål Ryfors
”In a challenging market, we have executed two transactions, of which one directed share issue and one preferential rights issue. I am pleased to have received such strong support from both new and existing shareholders, and these share issues strengthen our position for the future. I would also like to thank our advisors. These transactions were important for Episurf Medical. We look forward to continuing to execute on our strategy, now with strengthened financing and stock ownership. I am also pleased with the fact that the entire management team has subscribed for their shares in the rights issue, just as I have. We are highly optimistic about our future opportunities”, says Pål Ryfors, CEO Episurf Medical.
Outcome
The rights issue comprised a maximum of 34,099,033 shares, of which 13,884,906 shares, corresponding to approximately 40.7 percent of the rights issue, has been subscribed for by exercise of subscription rights. A total of 918,363 shares, corresponding to approximately 2.7 percent of the rights issue, has been subscribed for without use of subscription rights. Thus, 14,803,269 shares, corresponding to approximately 43.4 percent of the offered shares, has been subscribed for with and without the use of subscription rights. In addition, 19,295,764 shares, corresponding to approximately 56.6 percent of issues, will be allocated to those who have undertaken to subscribe for part of the rights issue in accordance with the guarantee agreements concluded with the Company.
Notification regarding allocation
Allocation of shares has been made in accordance with the allocation principles described in the prospectus that was published in connection with the rights issue. A notification regarding allocation of shares subscribed for without subscription rights will be made by post of a contract note to each subscriber. Allocated shares subscribed for without subscription rights shall be paid for in accordance with the instructions in the contract note.
Number of shares and share capital
Through the rights issue Episurf Medical’s share capital is increased by SEK 10,238,368.77 by issuing 34,099,033 class B shares. Given current share capital of SEK 43,315,859.79, Episurf Medical's share capital will thus amount to SEK 53,554,228.56 and the total number of shares will increase from 144,264,088 shares to 178,363,121 shares, divided into 971,024 class A shares and 177,392,097 class B shares after registration of the rights issue with the Swedish Companies Registration Office.
Trading in BTA
Trading in BTA (Sw: betald tecknad aktie) is currently taking place at Nasdaq Stockholm and will cease when the rights issue has been registered by the Swedish Companies Registration Office and. BTA:s have been converted to ordinary shares. The new class B shares are expected to be admitted to trading on Nasdaq Stockholm during week 19 2020.
Advisers
Redeye AB and Zonda Partners AB act as financial advisers and DLA Piper Sweden KB acts as legal adviser in connection with the issue. Aqurat Fondkommission acts as the issuing agent in the rights issue.
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@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 individualised treatment alternatives. Episurf Medical’s Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised 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.
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares or other securities in Episurf Medical. No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden. An invitation to eligible persons to subscribe for shares in Episurf Medical will only be made through the prospectus which Episurf Medical published on March 10 2020.
The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland, the United Kingdom or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares in the USA. No subscription rights, paid subscribed shares (BTA) or shares or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the United States other than pursuant to an applicable 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 other jurisdiction of the United States. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the offer or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.
Within the European Economic Area ("EEA"), no public offering of Securities is made in any other country than Sweden. In other EEA member states which have implemented Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") an offering of Securities may only be made in accordance with an exemption from the Prospectus Regulation and any relevant implementing measure.
This press release may contain certain forward-looking statements which reflect Episurf Medical's current view of future events and financial and operational developments. Words such as "intends", "estimates", "expects", "may", "plans", "deems", "believes", "assesses", "anticipates", "will", and other similar expressions which imply indications or predictions regarding future developments or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is by nature affiliated with known and unknown risks and uncertainties since it is dependent on future events and circumstances. Forward-looking information does not constitute any guarantee regarding future results or development and the actual outcome may materially differ from forward-looking statements. The information, assessments and forward-looking statements in this press release are only relevant as of the date of this press release and may change without notice.
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