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STENOCARE A/S announces guarantee commitments in ongoing rights issue

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STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER:  STENO

STENOCARE A/S (“Stenocare” or the “Company”) announces that the Company has received a legally binding guarantee commitment of 2 mDKK from Exelity AB, securing approximately 9.9 percent of the total issue corresponding to approximately 22.0 percent of the minimum subscription. As stated in the announcement of 18 December 2024, the Company has also received legally binding written pre-subscription commitments and compensation-free guarantees from management and existing shareholders of 1.5 mDKK, corresponding to approximately 7.4 percent of the total rights issue and approximately 16.5 percent of the minimum subscription. In total 17.3 percent of the total issue is secured and 38.5 percent of the minimum subscription is secured.

The guarantee commitment: The guarantee commitment is from a sole investor, Exelity AB, and amounts to 2,000,000 DKK. The remuneration for the guarantee undertaking is 15 percent in cash commission of the guaranteed amount.

The mechanism: The commitment guarantee covers the range from 35.1 percent to 45.0 percent of the rights issue. The mechanism works as follows:

  1. If the public subscription (including subscriptions supported by subscription rights, subscriptions without subscription rights, and compensation-free guarantees) falls below 35.1 percent, corresponding to 14,191,248 shares, the guarantee will not be activated. In such a case, all subscriptions will be reversed, minus any transaction costs and expenses for any additionally acquired subscription rights. Furthermore, the guarantor will not receive any compensation.
     
  2. If the public subscription (including subscriptions supported by subscription rights, subscriptions without subscription rights, and compensation-free guarantees) exceeds 35.1 percent but remains below 45.0 percent, the guarantee commitment will be activated to ensure the total subscription meets the minimum requirement of approximately 45.0 percent. In this case, the guarantor will receive full compensation of 15 percent in cash.
     
  3. If the public subscription (including subscriptions supported by subscription rights, subscriptions without subscription rights, and compensation-free guarantees) exceeds 45.0 percent, corresponding to 18,191,248 shares, the guarantee commitment will not be activated. In this case, the guarantor will still receive full compensation of 15 percent in cash.
     

Plan of distribution and allotment: The inclusion of a guarantee commitment adds an additional allocation point to the distribution order of shares initially communicated on 18 December 2024. Allocation of subscribed shares in the rights issue will be decided by the Company’s Board of Directors, with the following guiding principles:

  1. Subscription with support of subscription rights
  2. Subscription for remaining shares without support of subscription rights and compensation free guarantees
  3. Guarantee commitments (if applicable)

The above shall reach the minimum subscribed number of shares to carry out the rights issue. The rights issue is conditional upon a minimum subscription of approximately 45.0% of the total issue, equivalent to 18,191,248 new shares.

More information: For more information about Stenocare and the rights issue, please use the following link: https://stenocare.com/share-issue-2025/, or the press release published on 18 December 2024.

Important notice:

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

This announcement is for the information of the Company's shareholders and does not constitute an offer or invitation to subscribe for or purchase subscription rights or shares in the Company. There is no public offer of shares outside Denmark. Persons outside Denmark who come into possession of information about the rights issue are advised by the Company to observe any restrictions and should inform themselves about the legislation, including tax consequences, that may be relevant to them prior to investing in shares issued by STENOCARE A/S.

This announcement contains certain forward-looking statements, including statements about the Company's operations. Such forward-looking statements are based on information, assumptions and estimates that the Company believes are reasonable. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements or industry performance to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. If one or more of these risks or uncertainties materialize, or if an underlying assumption proves incorrect, the Company's actual financial position or results of operations could differ materially from those described as assumed, evaluated, estimated or expected.

For additional information regarding STENOCARE, please contact:
Thomas Skovlund Schnegelsberg, CEO          Phone: +45 31770060            E-mail: presse@stenocare.com

About STENOCARE A/S
STENOCARE A/S, founded in 2017, supplies prescription-based medical cannabis to patients in Denmark and internationally. It was the first company to receive permission from the Danish Medicines Agency to import, distribute, cultivate, and produce medical cannabis. Today, STENOCARE sources its products from a selection of high-quality international suppliers that comply with the strict European Good Manufacturing Practices (EU-GMP). STENOCARE has developed a unique patented medical cannabis oil product, ASTRUM, which provides improved bioavailability of active ingredients for patients. The company has strategically invested in assets to operate within the highly regulated pharmaceutical industry, with products approved for sale in multiple countries.
www.stenocare.com    www.stenocare.dk   www.stenocare.se

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