Summary from extraordinary general meeting of Episurf Medical AB (publ)
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
Episurf Medical AB (publ) (”Episurf Medical” or the “Company”) held an extraordinary general meeting in Stockholm on 7 May 2019 where it was resolved to approve the resolution adopted by the board of directors on 5 April 2019 on a share issue with preferential rights for the shareholders (the “Rights Issue”) and to amend the Company's articles of association.
Issue of shares with preferential rights for shareholders
The board resolution approved by the extraordinary general meeting mainly means that the Company shall carry out an issue of A shares and B shares up to a total subscription amount of approximately SEK 98.3 million before transaction related expenses, with preferential rights for the shareholders of the Company to subscribe for new shares in proportion to their previous shareholding. The resolution on the Rights Issue in summary means the following:
- For each one existing share, two new shares will be issued at issue price of SEK 1.40 per new share. If fully subscribed, a total of 70,227,372 new shares will be issued, and the total proceeds will amount to SEK 98,318,320.80.
- The Company’s share capital shall be increased with no more than SEK 21,086,044,64 by a new issue of no more than 985,754 A shares and no more than 69,241,618 B shares, i.e. no more than a total of 70,227,372 new shares.
- The record date for participation in the Rights Issue is 14 May, 2019.
- The subscription period in the Rights Issue takes place between 15 May 2019 and 29 May 2019.
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 A shares and B shares subscribed for without subscription rights in accordance with the principles set out in the resolution on the Rights Issue.
Amendments to the Company's articles of association
In order to enable the Rights Issue, the extraordinary general meeting resolved, in accordance with the proposal of the board of directors, to amend (i) § 4 in the articles of association of the Company regarding the limits of the share capital so that the share capital shall be no less than SEK 10,543,022.32 nor exceed SEK 42,172,089.28, and (ii) § 5 in the articles of association of the Company regarding the number of shares so that the number of shares in the company shall be no less than 35,113,686 and no more than 140,454,744.
Preliminary time plan for the Rights Issue
May 10, 2019 Last day of trading including the right to receive subscription rights
May 13, 2019 First day of trading excluding the right to receive subscription rights
May 14, 2019 Record date for participation in the Rights Issue
May 15 - May 27, 2019 Trading in subscription rights
May 15 - May 29, 2019 Subscription period
June 4, 2019 Publication of the outcome in the Rights Issue
Financial and legal advisors
Redeye AB acts as financial advisors and DLA Piper Sweden acts as legal advisor to Episurf Medical in connection with the Rights Issue.
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
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.
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 intends to publish on or about 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.