Inify Laboratories announces application periods for fully guaranteed private placement and fully guaranteed subsequent repair issue
STOCKHOLM – 9 December 2024 – Reference is made to the stock exchange announcement made by Inify Laboratories AB (the “Company”) on 15 November 2024, regarding a proposed fully guaranteed share issue generating gross proceeds of approximately SEK 150 million, and the extraordinary general meeting held 6 December 2024 which resolved to authorize the board of directors of the Company to resolve on the issuance of new shares.
The board of directors has today resolved to launch the fully guaranteed private placement of 30,000,000 new shares (the “Private Placement Shares”) with gross proceeds of the NOK equivalent of approximately SEK 135 million with a minimum subscription per subscriber of the NOK equivalent of EUR 100,000 (the “Private Placement”), directed pro-rata towards existing shareholders holding more than 400,000 shares in the Company (other than Avanza Bank AB) (the “Eligible Shareholders”). The Private Placement will, subject to completion of the Private Placement, and certain other conditions, be followed by a fully guaranteed repair issue of the NOK equivalent of approximately SEK 15 million (the “Subsequent Offering”), directed pro-rata towards all existing shareholders other than the Eligible Shareholders, as further described below.
Only shareholders in the Company will be able to participate, on a pro-rata basis, in the Private Placement and the Subsequent Offering, as applicable. Shareholders will be able to maintain their pro-rata shareholding in the Company after the Private Placement and the Subsequent Offering, as long as such shareholders submit an application corresponding to their pro-rata shareholding in the Company.
The net proceeds from the Private Placement and the Subsequent Offering will be used to fund the Company’s expansion into the United Kingdom and for general corporate purposes.
The subscription price per share in the Private Placement and the Subsequent Offering will be NOK 4.50.
Application period for Private Placement
The application period for the Private Placement commences today, 9 December 2024, and ends on 13 December at 16:30 hours CET (the "Private Placement Application Period"). The Company may extend or shorten the Privat Placement Application Period at any time and for any reason on short, or without, notice. If the Private Placement Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.
Record date and application period for Subsequent Offering
The Subsequent Offering will, subject to applicable securities law, be directed towards all existing shareholders in the Company other than the Eligible Shareholders as of 13 December 2024 (as registered in Euronext Securities Oslo (the "VPS") or Euroclear, as applicable, on 17 December 2024 (the "Record Date")), who are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
The Company will publish a national (Norwegian) prospectus in the beginning of January 2025 and thereafter commence the two-week application period for the Subsequent Offering (the "Subsequent Offering Application Period"). Shareholders with shares registered with the VPS as of the Record Date will receive non-transferable subscription rights at the start of the Subsequent Offering Application Period. Shareholders with shares registered directly with Euroclear as of the Record Date will not receive any subscription rights. Instead, such shareholders will receive an application form which shall be used to apply for subscription for shares in the Subsequent Offering.
The key dates for the Subsequent Offering are set out below:
- Last day of trading in the Company's shares including the right to participate in Subsequent Offering: 13 December
- Ex-date: 16 December 2024
- Record date: 17 December 2024
- Subsequent Offering Application Period: on or around 9 January 2025 – 23 January 2025.
Settlement
The date for payment of the Private Placement and the Subsequent Offering is expected to be on or about 14 February 2025 (the "Payment Date"). The new shares in the Private Placement and the Subsequent Offering are expected to be delivered on or about 17 February 2025, and turnaround time for registration of the share capital increases relating to the Private Placement and the Subsequent Offering with the Swedish Companies Registration Office ("SCRO"). The shares allocated in the Private Placement and the Subsequent Offering will be tradable on Euronext Growth Oslo when the new shares have been registered with the SCRO and registered by Euroclear Sweden and VPS, respectively, expected on or about 17 February 2025.
Advisors
SpareBank 1 Markets AS ("SpareBank 1 Markets") has been appointed as financial advisor in connection with the Private Placement and the Subsequent Offering. Schjødt law firm acts as legal counsel to the Company.
For further information, please contact CEO, Fredrik Palm, fredrik.palm@inify.com, or visit https://www.inify.com
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The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory services within pathology. It uses a fully digital, standardized and AI -supported workflow to optimize quality and response times, initially within prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics, to sample preparation, to reporting by a pathologist. The report is assisted by our own AI, proven in clinical studies to have world-leading accuracy. The complete workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from ContextVision (https://www.contextvision.com/), with 40 years of experience within digital imaging for medical applications. It is listed on Euronext Growth Oslo under the ticker INIFY (https://live.euronext.com/en/product/equities/SE0017486103-MERK).
This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in the Subsequent Offering will only be made through the national (Norwegian) prospectus which the Company expects to publish in the beginning of January 2025.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Private Placement and Subsequent Offering must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by SpareBank 1 Markets. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. SpareBank 1 Markets is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any investor's option with respect to the Private Placement and Subsequent Offering. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
The information contained in this press release is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Norwegian law. The information in the press release does not constitute any offer regarding subscription rights, paid subscribed shares or shares in the Company ("Securities") to any person in said jurisdictions. The information in the press release may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements.
No securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, used, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area ("EEA"), no public offering of Securities is made in other countries than Sweden or Norway. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company's operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in The Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the new share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, SpareBank1 Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.