OssDsign raises SEK 270 million in oversubscribed rights issue and utilised over-allotment option
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OssDsign AB (publ)’s (“OssDsign” or the “Company”) today announces that the new share issue with preferential rights for the Company’s existing shareholders of approximately SEK 240 million (the “Rights Issue”) was oversubscribed, and hence, no guarantee commitments will be utilised. The subscription ratio in the Rights Issue amounted to approximately 185 percent. Due to strong demand, the Board of Directors in the Company has resolved to carry out a directed issue with deviation from the shareholders’ preferential rights of approximately SEK 30 million (the “Over-allotment Option”). Shares in the Over-allotment Option were allotted to strategic and institutional investors. Through the Rights Issue and the Over-allotment Option, OssDsign will receive proceeds amounting to approximately SEK 270 million before transaction costs.
The result of the Rights Issue of maximum 31,033,044 shares shows that 29,671,460 new shares, corresponding to approximately 96 percent of the Rights Issue, have been subscribed for with subscription rights. Additionally, 27,587,742 shares were subscribed for without subscription rights of which 1,361,584 shares, corresponding to approximately 4 percent of the Rights Issue, have been allotted to investors that have subscribed for shares without subscription rights. The subscription ratio in the Rights Issue amounted to approximately 185 percent. The Rights Issue is thus oversubscribed and hence, no guarantee commitments will be utilised.
"We appreciate the strong support from our current shareholders and are delighted to welcome a number of new strategic and institutional investors, which will enable us to execute on OssDsign’s new strategy, ASCENT25”, said Morten Henneveld, CEO of OssDsign.
Allotment of shares subscribed for without subscription rights has been made in accordance with the resolved allotment principles. Notice of allotment of shares subscribed for without subscription rights will only be sent to those who have been allotted shares. Payment shall be made in accordance with the instructions on the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of each nominee.
Due to the oversubscription of the Rights Issue, the Board of Directors of the Company has exercised the Over-allotment Option to meet additional demand from strategic investors through a directed issue of 3,875,000 new shares. Shares in the Over-allotment Option were allotted to strategic and institutional investors.
Following the Rights Issue and Over-allotment Option, OssDsign’s share capital will increase by approximately SEK 2,181,753 to approximately SEK 3,567,157 and the number of shares will increase by 34,908,044 shares to 57,074,504 shares.
Trading in paid subscribed shares (BTA) on Nasdaq First North Growth continue up to and including the day the Swedish Companies Registration Office has registered the Rights Issue and BTA as re-registered as shares, which is expected to take place around week 21. In order to facilitate the delivery of shares to the investors in the Over-allotment Option, Karolinska Development AB and SEB Venture Capital have together lent 3,875,000 shares to ABG Sundal Collier. The shares will be returned after the Over-allotment Option has been registered with the Swedish Companies Registration Office, which is expected take place around week 20.
Financial and legal advisors
ABG Sundal Collier acted as Sole Global Coordinator and Bookrunner for the Rights Issue. Setterwalls acted as the legal advisor to OssDsign.
For further information, please contact:
Morten Henneveld, CEO, OssDsign AB
Mob: +46 73 382 43 90
morten.henneveld@ossdsign.com
Certified Adviser:
Erik Penser Bank AB is the Company’s Certified Adviser. Contact information: Erik Penser Bank AB, Box 7405, 103 91 Stockholm, Sweden, phone: +46 (0)8-463 80 00, email: certifiedadviser@penser.se.
The information was submitted for publication, through the agency of the contact persons set out above, on 12 May 2021, 08:00 CET.
About OssDsign
OssDsign’s vision is to provide regenerative solutions to all patients with cranial or spinal bone defects, so they can be restored and healed as naturally as possible. Driven by a commitment to give patients back the lives they deserve, OssDsign collaborate with surgeons to engineer better healing by integrating biomaterials with clinical design. OssDsign is headquartered in Sweden but supplies hospitals globally with implants for use in cranial reconstructions and other orthopaedic surgery applications.
OssDsign (OSSD) is listed on First North since May 24, 2019. For more information, see http://www.ossdsign.com
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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release shall not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction can constitute a crime according to applicable securities laws.
The prospectus that has been prepared in connection with the Rights Issue described in this press release was published by the Company on April 20, 2021. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on OssDsign’s website, https://www.ossdsign.com/. The approval of the prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the prospectus. Thus, investors are encouraged to review the prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement. OssDsign has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflects OssDsign’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on OssDsign’s current plans, estimates and projections, which have been made to the best of OssDsign’s ability. However, OssDsign does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by OssDsign. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.
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