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SciBase announces outcome of the Offering – trading on Nasdaq First North is planned to commence on Tuesday June 2

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

SciBase Holding AB (publ) (“SciBase” or the “Company”) today announces the outcome of its offering to subscribe for new shares in SciBase (the “Offering”) in connection with the planned listing on Nasdaq First North.

The interest for the Offering has been strong, both among the general public in Sweden and among institutional investors in Sweden and abroad, and the Offering was significantly oversubscribed.

The Offering in brief

  • As previously announced, the price in the Offering is SEK 50 per share, implying a pre-money market capitalization of SEK 249 million, based on SciBase’s 4,984,768 shares outstanding prior to the Offering.

  • The Offering originally comprised 3,000,000 new shares, but has, in accordance with the terms of the Offering, been increased by 300,000 additional new shares to comprise a total of 3,300,000 new shares, corresponding to approximately 40% of the shares and votes in SciBase after completion of the Offering (excluding the Over-allotment option).

  • SciBase has granted an over-allotment option to Pareto Securities of up to 495,000 additional new shares, corresponding to up to 15% of the total number of shares in the Offering (the “Over-allotment option”). If the Over-allotment option is fully exercised, the Offering comprises in total 3,795,000 new shares, corresponding to approximately 43% of the shares and votes in SciBase after completion of the Offering.

  • The Over-allotment option can, according to the terms of the Offering, be exercised, at one or more occasions, whole or in parts, by Pareto Securities up until and including July 1, 2015.

  • The total value of, and gross proceeds from, the Offering is SEK 165 million (excluding the Over-allotment option).

  • If the Over-allotment option is fully exercised, the total value of, and gross proceeds from, the Offering is SEK 190 million.

  • The existing shareholders SEB Venture Capital, SEB Pensionsstiftelse, Fouriertransform and Omega Fund IV, L. P. (the “Cornerstone Investors”) participated in the Offering with SEK 19.4 million, SEK 13.5 million, SEK 12.6 million and SEK 4.5 million, respectively – in aggregate SEK 50 million. The Cornerstone Investors will jointly hold approximately 57% of the shares and votes in SciBase if the Over-allotment option is fully exercised.

  • Existing investors other than the Cornerstone Investors participated in the IPO with an aggregate amount of approximately SEK 14 million.

  • As a result of the Offering, around 4,000 new investors have been allocated shares in SciBase.

  • The new investors include both specialist and generalist institutional investors from Sweden and abroad, as well as Swedish retail investors.

  • Trading in SciBase’s shares on Nasdaq First North is planned to commence on Tuesday, June 2, 2015, under the ticker “SCIB”.

Simon Grant, CEO, comments:

We are very pleased to see such a high level of interest from such a varied group of investors. The high demand has allowed us to fully increase the size of the offering, bringing the company additional capital to further increase sales efforts in new and existing markets. This is an important step for SciBase and I would like to welcome the new investors in our fight against skin cancer. 

Tord Lendau, Chairman, comments:

We welcome our new shareholders and look forward to take the next step in the company’s development together with you. With the world’s best objective detection device for malignant melanoma, a strong management team, and backing from new capital, we will continue on-track towards profitability.

Viktor Drvota, board member by the mandate of SEB Venture Capital and SEB Pensionsstiftelse, comments:

As one of SciBase’s first and largest shareholders, it means a lot to see this considerable interest from both new institutional investors and private individuals. We participated significantly in the offering and as long-term shareholders we look forward to working with you to support the company in its commercial expansion.  

Advisors

Pareto Securities is Sole Manager and Bookrunner in connection with the Offering. Hamilton Advokatbyrå is legal advisor to SciBase and Gernandt & Danielsson is legal advisor to Pareto Securities. Avanza is Selling Agent and Certified Adviser.

For further information please visit www.scibase.com or contact:

Simon Grant, CEO
Tel: +46 72 887 43 99
E-mail: simon.grant@scibase.com

About Skin Cancer

Skin cancer is one of the most common cancers in the world, accounting for nearly half of all cancers. It has been estimated that nearly half of all Americans who live to age 65 will develop skin cancer at least once. Malignant melanoma is the most fatal form of skin cancer causing the majority (75%) of deaths related to skin cancer. Worldwide, doctors diagnose about 230,000 new cases of melanoma yearly.

About SciBase and Nevisense

SciBase is a Swedish medical technology company founded in 1998 that has developed Nevisense, a point-of-care device for the accurate detection of malignant melanoma. Nevisense has emerged from more than 20 years of research at The Karolinska Institute in Stockholm and at SciBase. The device is designed to provide additional information when evaluating lesions with a suspicion of melanoma. Nevisense is based on a technology called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies.  The CE-marked system consists of an electrode on a hand-held probe connected to a small portable device performing the analysis and displaying the result.

A video describing the Nevisense method is available on: http://scibase.se/en/the-nevisense-product and further information is also available on www.scibase.com.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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