Episurf Medical publishes prospectus

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

The Board of Directors of Episurf Medical AB (publ) ("Episurf Medical" or "the Company") publishes a prospectus on the basis of the rights issue of shares (the "Rights Issue") resolved by the Extraordinary General Meeting held on March 10, 2020. The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority. The Rights Issue will, if fully subscribed, bring in approximately SEK 51 million before issue costs and is covered by 100 per cent through subscription commitments, guarantee commitments and intentions.

Episurf Medical carries 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. Through the issue, Episurf Medical, at full subscription, will receive approximately SEK 51 million before issue costs. The rights issue is 100 per cent covered by subscription commitments, guarantee commitments and declarations of intent.

In connection with the upcoming Rights Issue, the Company carries out a Directed Issue of SEK 90 million which is aimed at a limited number of institutional investors, including The Fourth Swedish National Pension Fund, Nyenburgh Investment Partners, Rhenman Partners Asset Management and Formue Nord A / S. See separate press release from February 7, 2020 for more information regarding the Directed Issue.

The Rights Issue in brief

The Rights Issue comprises up to 34,099,033 class B shares. The preemptive right to subscribe for new class B shares shall be in relation to the number of old class A and/or B shares that the shareholder owns per the record date, March 16 2020. Per eight (8) shares previously held will entitle a subscription for three (3) new class B shares. The subscription price is SEK 1.50 per share. Those who are not current shareholders can also subscribe for shares in the Rights Issue.

Preliminary timeline

  • March 12 2020 – Last day of trading incl. preferential rights
  • March 13 2020 – First day of trading excl. preferential rights
  • March 16 2020 – Record date
  • March 19 2020 – March 31 2020 – Trading in rights
  • March 19 2020 – April 2 2020 – Subscription period
  • March 19 2020 – Until the Rights Issue is registered at the Swedish Companies Registration Office – Trading in paid subscribed shares (BTA) 
  • April 7 2020 – Disclosure of outcome of Rights Issue

Prospectus

Full terms and conditions will be available in Episurf's prospectus which, will be published on the Company's, the the Issuing agent’s, Redeye AB's respective websites (www.episurf.com, www.aqurat.se, www, www.redeye.se). The prospectus will also be available on Swedish Financial Supervisory Authority 's website www.fi.se. Furthermore, the application form can be obtained by contacting the issuing agent, Aqurat Fondkommission, on telephone number 08-684 05 800.

Advisers

Redeye AB and Zonda Partners AB act as financial advisers and DLA Piper Sweden KB acts as legal adviser in connection with the issues. 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 publishes 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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