Summary of extraordinary general meeting in SciBase Holding AB (publ)
Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) (“SciBase” or the “Company”). The general meeting resolved, in accordance with the proposals presented in the notice to attend the meeting (which is available on the Company´s website www.scibase.com):
(i) To change the articles of association and reduce the share capital without cancellation of shares.
(ii) To approve the board of directors’ resolution on issuance of units consisting of shares and warrants with preferential rights for the shareholders (the “Rights Issue”).
(iii) To change the articles of association and increase the share capital through bonus issue without issuance of new shares.
(iv) To reduce the share capital without cancellation of shares.
(v) To change the articles of association and reduce the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court.
Resolutions in accordance with item (i)-(iv) above were proposed in order to enable the Rights Issue resolved by the board of directors subject to the subsequent approval of the general meeting, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. Resolution in accordance with item (v) above was presented in order to enable further reduction of the share capital following registration of the other proposals, with the main purpose of decreasing the quotient value in order to enable a subscription price within the range for the new shares that may be subscribed for through exercise of the warrants issued in the Rights Issue and in order to otherwise adapt the capital structure.
The Rights Issue in short
The Rights Issue consists of up to 19,941,721 units with a subscription price of SEK 1.25 per unit. Each unit consists of one (1) share and one (1) warrant.
The record date for obtaining unit rights and to participate in the Rights Issue with pre-emptive rights will be Thursday, May 7, 2020. Each existing share in the Company will entitle to six (6) unit rights and five (5) unit rights will entitle to subscription of one (1) unit.
In the event that not all units are subscribed for by exercise of unit rights in accordance with the shareholders’ pre-emptive rights, the board shall, within the framework of the maximum amount for the Rights Issue, resolve on allotment of units subscribed for without unit rights.
The warrants are issued free of charge and will be exercisable for subscription of new shares during the period October 5 – October 16, 2020. Each warrant will entitle the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised.
The Rights Issue is fully covered by subscription undertakings and guarantee commitments. Neither subscription undertakings nor guarantee commitments are secured through bank guarantee, blocked funds, pledge or similar arrangements.
For more information, please refer to the press release published by the Company on March 26, 2020 (which is available on the Company´s website www.scibase.com).
Full terms and conditions for the Rights Issue will be disclosed in the EU Growth Prospectus which will be published by the Company no later than in conjunction with the commencement of the subscription period.
Rights Issue preliminary timelines
May 5, 2020 Last day of trading including unit rights
May 6, 2020 First day of trading excluding unit rights
May 7, 2020 Record date for participation in the Rights Issue with pre-emptive rights, that is, shareholders who are registered in the Company’s share register as of this day will receive unit rights for participation in the Rights Issue with pre-emptive rights
May 11 – 22, 2020 Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the issue has been registered with the Swedish Companies Registration Office)
May 11 – 26, 2020 Subscription period (with or without pre-emptive rights)
Around May 28, 2020 Announcement of the outcome of the Rights Issue
Around June 5, 2020 The Rights Issue is completed and registered
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified Advisor (CA):
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se
The information was submitted for publication, through the agency of the contact person set out above, on April 29, 2020 at 11.00 CET.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market (“SCIB”). Further information is available at www.scibase.com.
Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This 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 exemption 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.
This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). Complete information regarding the rights issue can only be obtained through the prospectus expected to be publicized. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.
This information 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 information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. 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 beyond the Company’s 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.
Information to distributors
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) national 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 offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”). Irrespective of 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 Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s shares 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 issues.
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, purchase, or take any other action whatsoever with respect to the Company’s shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company’s shares and determining appropriate distribution channels.