Decision on rights issue for continued growth, establishment of sales organization and commercial break-through
The Board of directors of Phase Holographic Imaging PHI AB (publ) (”PHI”) has decided to conduct a rights issue of units, which is subject to approval on Extraordinary General Meeting, that can provide the company a total of SEK 64.6 million at the most prior to issuing costs. The general public is also invited to subscribe for units in the rights issue. The units issue is pre-subscribed to approximately 62 % of the initial issue volume through subscription commitments and guarantee commitments. The guarantee commitments are agreed top-down, meaning that if the rights issue is subscribed to for example 80 %, guarantee commitments will be activated for the remaining 20 %.
The Board of directors also plan to decide on a so-called over-allotment option of an additional total SEK 14.7 million at the most, to be utilized if the units issue is over-subscribed. Notice of Extraordinary General Meeting will be published shortly. PHI also announces that the date of publication of the company's year-end report will be preponed until June 12, 2018.
MOTIVE FOR THE UNITS ISSUE
PHI's innovative technology creates new opportunities for medical research to improve treatment methods and results. During the last years, PHI has conducted an extensive work in order to ensure its product quality and function. Further, the company has transitioned its business model from distributor sales to direct sales in the Nordic market, which has led to a significant sales increase and margin improvement in the Nordic market.
The board of PHI therefore has against the background above and also subject to approval on Extraordinary General Meeting, decided to conduct a rights issue of units (shares and warrants) which can provide the company a maximum of SEK 46.3 million prior to issue costs initially and an additional maximum SEK 18.3 million prior to issuing costs at a later stage through warrants. The units issue is conducted with the aim of achieving a positive cash flow through extended direct presence in key markets combined with primarily digital marketing, as well as attracting additional leading industry players. In order to broaden the ownership, the board also plan to decide on a so-called over-allotment option that can provide the company an additional approximately SEK 10.5 million at the most and later an additional SEK 4.2 million at the most through warrants, to be utilized if the units issue initially is over-subscribed.
SUMMARY OF THE OFFERING
|Subscription period:||June 28 – July 17, 2018.|
|Issue price:||SEK 71.40 per unit, corresponding to SEK 23.80 per share. Warrants of series TO 1 are received gratuitous.|
|Volume of issuance:||The offering consists of 1,945,014 shares and 648,338 warrants of series TO 1 at the most. Fully subscribed units issue initially provides PHI approximately SEK 46.3 million. If the initial issue is fully subscribed and all associated warrants are utilized, PHI is provided an additional SEK 18.3 million; totally approximately SEK 64.6 million prior to issuing costs.|
|Record date:||Record date is June 21, 2018. Last day of trading in PHI’s share including the right to receive unit rights is June 19, 2018. First day of trading in the share excluding the right to receive unit rights is June 20, 2018.|
|Preferential rights:||Those that on the record date June 21, 2018 are registered as shareholders in PHI have preferential rights to subscribe for units in the rights issue. Each currently held share qualifies for one unit right. 18 unit rights entitle to subscription of one new unit. One unit consists of three new shares and one associated gratuitous warrant of series TO 1.|
|Shares before the rights issue:||11 670 088 shares.|
|Valuation (pre-money):||Approximately SEK 277.7 million.|
|Subscription commitments and guarantee commitments:||Beforehand, PHI has agreed on subscription commitments amounting to approximately SEK 4.6 million, corresponding to approximately 10 % of the initial issue volume and guarantee commitments amounting to approximately SEK 24.2 million, corresponding to approximately 52 % of the initial issue volume.|
|Trading in unit rights:||Will take place on AktieTorget during the period June 28 – July 13, 2018.|
|Trading in BTU:||Will take place on AktieTorget from June 28, 2018 until Bolagsverket (the Swedish Company Authority) has registered the rights issue. This registration is expected to take place in the beginning of august 2018.|
|Over-allotment option:||In order to further expand the ownership of the company, the board also plan to decide on a directed units issue, a so-called over-allotment option, of an additional approximately SEK 10.5 million at the most (with associated gratuitous warrants of an additional SEK 4.2 million at the most), to be utilized if the units issue initially is over-subscribed. For specified terms concerning the over-allotment option, please refer to “Terms and conditions” in the prospectus that will be published before the subscription period is initiated.|
Summary of the terms for warrants of series TO 1
- The issued warrants of series TO 1 are scheduled to be traded on AktieTorget starting mid-August 2018.
- Each warrant of series TO 1 entitles to subscription of a new share at a price of SEK 28.20.
- Subscription of shares on the basis of warrants of series TO 1 can be made during the period Maj 23 – June 13, 2019.
Full terms and conditions, information on subscription commitments and guarantee commitments as well as the prospectus and the folder will be published on the company’s (www.phiab.se), AktieTorget’s (www.aktietorget.se) and Sedermera Fondkommission’s (www.sedermera.se) respective websites no later than when the subscription period of the offering begins.
PREPONED YEAR-END REPORT
Publication of PHI’s year-end report for the fiscal year 2017/18 will be preponed. Previous date for publication was June 18, 2018. New date for publication is June 12, 2018.
Sedermera Fondkommission is the financial advisor to PHI in connection with the planned rights issue.
For additional information about the planned rights issue, please contact:
This information is information that Phase Holographic Imaging is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on May 17, 2018.
Phase Holographic Imaging (PHI) leads the ground-breaking development of time-lapse cytometry instrumentation and software. With the first instrument introduced in 2011, the company today offers a range of products for long-term quantitative analysis of living cell dynamics that circumvent the drawbacks of traditional methods requiring toxic stains. Headquartered in Lund, Sweden, PHI trades through a network of international distributors. Committed to promoting the science and practice of time-lapse cytometry, PHI is actively expanding its customer base and scientific collaborations in cancer research, inflammatory and autoimmune diseases, stem cell biology, gene therapy, regenerative medicine and toxicological studies.