Offering of new shares through a private placement without pre-emptive rights for the existing shareholders
Company announcement no. 85
Copenhagen, 21 November, 2022
The announcement contains inside information.
The offering/private placement
At a board meeting today the board of directors have decided to seek to strengthen Shape Robotics A/S’ cash and equity position by initiating a directed share offering to a limited number of potential investors without pre-emptive rights for the existing shareholders aiming at raising gross proceeds in cash of between DKK 25.0m (the “Minimum Offering”) and DKK 27.1m (the “Maximum Offering”).
The board has received subscription indications for the Minimum Offering and expects to offer and issue up to 2,005,750 new shares with a nominal value of DKK 0,10 each, which – if fully subscribed for – will result in an increase in the share capital of the company by nom. DKK 200,575. The new shares will be issued pursuant to an authority vested in the board according to Section 4.2 of the Articles of Association of Shape Robotics A/S.
The current share capital of Shape Robotics A/S amounts to nominally DKK 845,686.90 divided into 8,456,869 shares with a nominal value of DKK 0.10 each, and with the same number of voting rights.
The new shares shall be subscribed for at market price, which the board, based inter alia on an analysis of average trading prices in relevant reference periods and considering the size of the offering, the current volatile market conditions and upon receipt of advice from its financial advisor, Grant Thornton Corporate Finance, has determined to DKK 13.50 per new share with a nominal value of DKK 0.10 each.
The new shares will be issued in the same share class as the existing shares and will thus carry the same rights pursuant to the Company’s Articles of Association. Furthermore, the new shares will be issued in the existing ISIN code DK0061273125.
Purpose of offering/use of proceeds
Any proceeds from the private placement, if completed, will be used by the Company to strengthen its cash and equity position, secure the necessary working capital and the financial independence of the Company to the benefit of the Company’s ability to execute on its growth strategy.
Preparations for a transfer of listing to the main market
Shape Robotics A/S is currently preparing for a possible transfer of listing place from Nasdaq First North Growth Market Denmark to Nasdaq’s main market in Copenhagen within the next 9 to 12 months.
Although preparations are ongoing, no formal decision to transfer listing place has been made, and there is no certainty that such a decision will finally be taken.
Additional information and investor relations
Lars Nyengaard, Chairman
Tlf. (+45) 3010 2645
André Fehrn, CEO
Tlf. (+45) 2444 8556
Email: ir@shaperobotics.com
Rugmarken 18, 3520 Farum, Denmark
CVR-nr. 38322656
www.shaperobotics.com
Certified advisor contact
Norden CEF A/S
John Norden Tel: +45 20 72 02 00
Email: jn@nordencef.dk
www.nordencef.dk