Summary from extraordinary general meeting of Episurf Medical AB (publ)
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Episurf Medical AB (publ) (”Episurf Medical” or the “Company”) held an extraordinary general meeting in Stockholm on 10 March 2020 where it was resolved to approve the resolution adopted by the board of directors on 7 February 2020 on a new share issue with preferential rights for the shareholders (the “Rights Issue”) and a directed new share issue with deviation from shareholders' preferential rights (the "Directed Share Issue"), as well as 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 entails that the Company shall carry out an issue of class B shares corresponding to a total subscription amount of up to approximately SEK 51.1 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. In summary, the resolution on the Rights Issue means the following:
- Each share previously held will entitle the shareholder to receive three (3) subscription rights of class B. Eight (8) class B subscription rights entitles to subscription for one (1) new class B share at a price of SEK 1.50 per new share. If fully subscribed, a total of 34,099,033 new class B shares will be issued, and the total proceeds will amount to SEK 51,148,549.50.
- The Company’s share capital shall be increased with no more than SEK 10,238,368.76 by a new issue of no more than 34,099,033 class B shares.
- The record date for participation in the Rights Issue is 16 March 2020.
- The subscription period in the Rights Issue takes place between 19 March 2020 and 2 April 2020.
If not all shares issued in the Rights Issue are subscribed for with preferential rights, the board shall decide on the allotment of new class B shares subscribed for without subscription rights in accordance with the principles set out in the resolution on the Rights Issue.
Preliminary time plan for the Rights Issue
12 March 2020 Last day of trading including the right to receive subscription rights
13 March 2020 First day of trading excluding the right to receive subscription rights
16 March 2020 Record date for participation in the Rights Issue
19 March – 31 March 2020 Trading in subscription rights
19 March – 2 April 2020 Subscription period
7 April 2020 Publication of the outcome in the Rights Issue
Directed issue of shares with deviation from preferential rights for shareholders
The board resolution approved by the extraordinary general meeting mainly means that the Company shall carry out an issue of up to 60,000,000 class B shares, corresponding to a total subscription amount of approximately SEK 90 million before transaction related expenses, directed to certain institutional investors who have expressed interest in subscription in advance, including among others the Fourth Swedish National Pension Fund, Nyenburgh Investment Partners, Rhenman Partners Asset Management and Strand Kapitalförvaltning Fonder. The reason for deviation from the shareholders’ preferential rights is to provide additional capital to the Company in order to finance its continued expansion, as well as to provide long-term institutional shareholders and thereby promote Episurf Medical's potential to develop the Company with the purpose of creating added value for all shareholders.
The subscription price per new class B share in the Directed Share Issue is 1.50 SEK, which has been determined through a book building procedure and according to the board corresponds to the market value of the shares. The Directed Share Issue increases the share capital with SEK 18,015,235.96.
Shares issued in connection with the Directed Share Issue are not eligible for participation in the Rights Issue.
Adoption of new articles of association
In order to enable the Rights Issue and the Directed Share 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 27,302,316.80 nor exceed SEK 109,209,267.20, 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 90,930,755 and no more than 363,723,020.
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 is information that Episurf Medical AB (publ) is obliged to make public pursuant to Nasdaq Stockholm's Rule Book for Issuers. The information was submitted for publication, through the agency of the contact persons set out above, at 13:30 CET on 10 March 2020.
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 10 March 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, Singapore, 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.