First day of the subscription period in Episurf Medical’s 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
Today is the first day of subscription period in Episurf Medical AB’s (publ) (“Episurf Medical” or the “Company”) Rights Issue with preferential right for existing shareholders.
”An increasing number of our customers testify that the treatment gap is closing – thanks to the Episealer©-implant. Our goal is to become the standard treatment and we are taking major and important leaps to achieve this” – comments Pål Ryfors, CEO, Episurf Medical.
If the Rights Issue is fully subscribed, the Company will receive approximately SEK 98.3m before issue costs. For each class A share and each class B share held on the record date of 14 May 2019, shareholders will receive two (2) subscription rights of class A and class B respectively. One (1) class A subscription right entitles to subscription of one (1) class A share and one (1) class B subscription right entitles to subscription of one (1) class B share. If not all shares issued in the Rights Issue are subscribed for with subscription rights (primary preferential right), the Board of Directors shall decide on the allotment of new shares of class A and B subscribed for without subscription rights in accordance with the following:
1) Firstly, shares not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If shares thus offered for subscription are insufficient for the subscription that takes place through a subsidiary preferential right, the shares shall be divided among subscribing parties in relation to the previous shareholding. To the extent this cannot take place, the shares shall be divided by the drawing of lots.
2) Secondly, the shares shall be allotted to others that have subscribed for new shares without subscription rights, pro rata to the number of shares that each has applied to subscribe for.
3) Ultimately, the shares shall be allotted to those who guaranteed the Rights Issue pursuant to separate guarantee commitments with the Company, with allocation in relation to the size of their respective commitments.
The Rights Issue has been guaranteed through subscription commitments and guarantee undertakings to approximately SEK 68.8m, approximately 70.0 per cent of the Rights Issue. In addition, declarations of intention to subscribe for up to their pro rata share has been received from existing shareholders Rhenman Partners Asset Management AB and a small cap fund owned by a Swedish pension company, amounting to approximately SEK 7.1m. Subscription commitments, subscription guarantees and declarations of intention to subscribe in amount to, in total, approximately SEK 76.0m.
Record date: 14 May 2019
Subscription period: 15 May – 29 May 2019
Trading in subscription rights: 15 May – 27 May 2019
Trading in paid-up shares (“BTA”): 25 May – until the Rights Issue has been registered
Publication of the outcome in the Rights Issue 4 June 2019
The Prospectus containing full terms and conditions for the Rights Issue as well as other information about the Company has been made available together with an information pamphlet on Episurf Medical’s, Aqurat Fondkommission’s and Redeye’s respective websites (www.episurf.com, www.aqurat.se and www.redeye.se). Subscription forms for subscription without preferential right will be made available on the above-mentioned websites.
Advisors
Redeye AB is financial advisor and DLA Piper Sweden is legal advisor to Episurf Medical 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 is only made through the prospectus which Episurf Medical published on 9 May 2019.
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 (SEC), 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 offer of Securities is made in any other jurisdiction than Sweden. In other member states in the EEA which have implemented the Directive 2003/71/EC of the European Parliament and of the Council ("Prospectus Directive"), an offer of Securities may only be made in accordance with an exemption from the Prospectus Directive and any relevant implementation measures (including measures to implement the Directive 2010/73/EU of the European Parliament and of the Council).
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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