RLS Global: RLS Global resolves on a fully guaranteed rights issue of approximately SEK 29.4 million
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS IN WHOLE OR IN PART FOR LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN RLS GLOBAL AB. SEE THE "IMPORTANT INFORMATION" SECTION BELOW.
The board of directors of RLS Global AB (publ) (the "Company" or "RLS Global") has today, pursuant to the authorization granted by the annual general meeting on 19 May 2022, resolved on a new share issue of approximately SEK 29.4 million with preferential rights for existing shareholders (the "Rights Issue"). The rights issue is fully guaranteed through subscription commitments and guarantee commitments.
Background and reason for the Rights Issue
RLS Global is a Swedish medical technology company that develops, manufactures, and sells products based on the Company's hypochlorite platform for the treatment of diseases in the area of difficult-to-heal wounds in wound care both in patients and in animals. The company provides products with the aim of creating as clean a wound as possible with the aim of supporting effective wound healing.
RLS Global has, through its own research, developed the product ChloraSolv®. ChloraSolv® quickly and effectively loosens bacteria in the biofilm, in vitro, while being non-irritating to healthy tissue. ChloraSolv® is used with good effect on leg ulcers and diabetic foot ulcers with the aim of removing devitalized tissue and thus promoting natural wound healing. ChloraSolv® consists of a two-component system, where one of the components is a gel and the other is a hypochlorite solution. ChloraSolv® is a treatment that is used in all segments of healthcare, specialist care, primary care, and home health care. Patients with difficult-to-heal wounds bear large healthcare costs, and there are many positive health-economic benefits in that patients can be treated with ChloraSolv® in all segments.
RLS Global and ConvaTec, a global company in advanced wound care, have entered into an agreement for ConvaTec to take global responsibility for launching ChloraSolv®. The collaboration includes rights to commercialize ChloraSolv® in Europe and future rights to commercialize the product in the US and the rest of the world after regulatory approvals.
The company is focused on the ongoing launch of ChloraSolv® through strategic sales partners in Europe, the Middle East and within Animal Health in Scandinavia, and is also preparing the launch in expanded indications for the product. In order to drive and accelerate this launch, the Company launches powerful commercial efforts and market investments and also ensures the supply chain to meet a greatly increased demand and volumes. In addition, working capital is required for the Company's general operations through the ongoing launch phase.
- Working capital for the Company's general operations through the ongoing launch phase (approx. 60%)
- Efforts to accelerate the ongoing launch of ChloraSolv® in existing markets, prepare the launch within expanded indications, and ensure an efficient supply chain for strong expected demand and increased volumes over the next few years (approx. 40%)
Summary of the Rights Issue
- One (1) existing share in RLS Global held on the record date of October 26, 2022, entitles one (1) subscription right. Fifty (50) subscription rights entitle the holder to subscribe for seven (7) newly issued shares.
- The subscription price amounts to SEK 3.00 per share. Payment must be made in cash.
- Through the Rights issue, RLS Global can receive a maximum of approximately SEK 29.4 million before issue costs, which are estimated to amount to SEK 3.0 million, of which approximately SEK 0.9 million is guarantee compensation.
- The subscription period runs during the period 28 October – 11 November 2022.
- Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in subscription rights is planned to take place on the Nasdaq First North Growth Market during the period 28 October – 8 November 2022.
- The Rights issue means that the Company's share capital increases by a maximum of SEK 1,108,341.98446, corresponding to a maximum of 9,809,170 shares, implying a maximum dilution of 12.3 percent.
- In the event that all shares are not subscribed for with preferential rights (i.e. with the support of subscription rights), the board must, within the framework of the issue's maximum amount, decide on the allocation of shares subscribed without the support of subscription rights, whereby the allocation must primarily be made to those who also subscribed for shares with the support of subscription rights and, in the event that these cannot receive full allocation, allocation takes place in relation to their subscription with the support of subscription rights and, if this is not possible, by lottery, and allocation in second place takes place to another who subscribed shares in the issue without the support of subscription rights and, in the event that these cannot receive full allocation, allocation takes place in relation to the number of shares that each has subscribed for and, if this is not possible, by lottery. In the last instance, allocation must be made to guarantors and then in relation to the underwriting subscriptions made.
Complete terms and instructions for the Rights Issue as well as other information about the Company will be available in the EU growth prospectus, which is expected to be published around October 25, 2022. The timetable is preliminary and may change, among other things based on the processing time for the current prospectus.
Underwriting obligations and guarantee commitments
The rights issue is fully guaranteed through subscription- and guarantee commitments corresponding to a total of SEK 29.4 million. The subscription commitments amount to approximately SEK 17.0 million, corresponding to approximately 57.75 percent of the Rights issue, and the guarantee commitments amount to approximately SEK 12.4 million, corresponding to approximately 42.25 percent of the Rights issue. Guarantee commitments consists of top guarantee commitments and bottom guarantee commitments. Top guarantee commitments amount to approximately SEK 6,3 million, corresponding to approximately 21,4 percent of the Rights Issue. Bottom guarantee commitments amount to approximately SEK 6,1 million, corresponding to approximately 20,9 percent of the Rights Issue. Subscription and guarantee commitments from senior executives and board members amount to a total of SEK 6.5 million. The subscription commitments and guarantees commitments have been agreed upon in writing. No compensation is paid for the subscription commitments. No compensation is paid for top guarantees provided, for other bottom guarantees a compensation of fourteen (14) percent of the guaranteed amount is paid. The commitments and guarantees are not secured by bank guarantee, escrow funds, pledging or similar arrangements.
The subscription- and guarantee commitments has been coordinated by the Company's financial advisor Erik Penser Bank and all guarantors can be reached via the following address: Apelbergsgatan 27, 111 37 Stockholm
Preliminary schedule for the Rights Issue
October 24, 2022 Last trading day in the share with the right to participate in the Rights Issue
October 25, 2022 First trading day in the share without the right to participate in the Rights Issue
October 26, 2022 Record date for participation in the Rights Issue
October 25, 2022 Estimated date for publication of prospectus
October 28 - November 8, 2022 Trading in subscription rights
October 28 –November 11, 2022 Subscription period
November 16, 2022 Estimated date for publication of the outcome of the Rights Issue
Change in share capital and number of shares and dilution
Through the Rights Issue, the share capital in the Company increases by a maximum of SEK 1,108,341.98446, from SEK 7,916,732.4151 to SEK 9,025,074.3996, through the issuance of a maximum of 9,809,170 shares. The number of shares thus increases from 70,065,535 to a maximum of 79,874,705 shares. For existing shareholders who do not participate in the Rights Issue, this means, in the case of full subscription, a dilution effect of 12.3 percent of capital and votes in the Company.
Advisor
RLS Global has engaged Erik Penser Bank AB and Baker & McKenzie Advokatbyrå KB as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Björn Larsson, CEO, RLS Global
E-mail: bjorn.larsson@rlsglobal.se
Phone: +46 766 20 17 25
Trading venue and Certified Adviser:
The share has been listed on the Nasdaq First North Growth Market since May 17, 2017 and is traded under the short name RLS. Prior to that, the Company was listed on Aktietorget. Certified Adviser is Redeye Aktiebolag.
Important information
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in RLS Global. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden. The invitation to interested persons to subscribe for shares in RLS Global will only take place through the prospectus that RLS Global expects to be able to publish around October 25, 2022.
The information contained in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares or other securities of RLS Global have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 from time to time ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to the securities laws of the relevant state or other jurisdiction in the United States. This communication is distributed to and directed solely to persons in the United Kingdom who are (i) professional investors falling within the scope of Article 19(5) of the U.K. from time to time in force; Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other persons to whom this notice may lawfully be addressed, who are subject to Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment measure referred to in this communication is only possible for Relevant Persons and will only be completed with Relevant Persons. Persons who disseminate this communication must themselves ensure that such dissemination is permitted.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.
RLS Global (publ) is obliged to make the information contained herein public pursuant to the EU market abuse regulation (MAR). The information was submitted for publication through the agency of the above contact person, 19-10-2022 19:45 CET.