Camanio Care AB (publ) secures external financing of up to SEK 20 million and issues free warrants to its shareholders
Care Camanio Care AB (publ) ("Camanio Care") has signed an agreement relating to an investment of up to SEK 20 million. The capital will be used for market expansion and international growth. The transaction is carried out through a private placement of convertible notes with warrants attached in several tranches spread over 24 months (each, a “Tranche”).
“By securing this capital we can accelerate the company's sales activities and international expansion even further. We are facing a global paradigm shift, where the healthcare sector is tackled with new challenges and technology is the solution. With a strong financial partner, Camanio Care can seize this opportunity and take on the leadership mantle to drive the whole sector forward”, says Catharina Borgenstierna, Camanio Care's CEO.
The Tranches are subscribed by the European Select Growth Opportunities Fund (the “Investor”). The Investor is a fund investing around the world in technology and healthcare companies presenting a strong growth potential.
The financing relates to an issuance agreement entered into by Camanio Care and the Investor signed on the evening of Tuesday, 5th December 2017 (the "Agreement"). The placement of the first Tranche of 4 million SEK is the first transaction launched under the Agreement.
In connection with the Agreement, Camanio Care will also issue free warrants to existing shareholders, to protect them against equity dilution (the “Shareholders Warrants”). The Shareholders' Warrants will be issued to Camanio Care's subsidiary Bestic AB and thereafter transferred to Camanio Care's Shareholders. For the first Tranche, one (1) warrant will be allocated for every seventeenth (17) shares held on the 14th trading day after the date of this press release. The Shareholders Warrants will have the same characteristics as those of the Investor.
Transaction highlights:
• The first Tranche is a private placement of SEK 4 million launched through the issuance of Notes with Warrants attached to the Investor.
• Upon the full exercise of the Warrants and the Shareholders' Warrants of the first Tranche the investment may provide Camanio Care with an additional capital of approximately SEK 5 million.
• The maximum additional potential financing of up to SEK 16 million (plus up to a SEK 32 million upon exercise of all the Warrants and Shareholders' Warrants) will be raised through further Tranches of Notes with Warrants attached over the next 24 months and will be subject to fulfilment of certain conditions.
• As a technical measure in order to meet the Investor’s demand for immediate access to its shares, certain shareholders will, during a transitional period, lend shares to the share agent engaged for this Agreement.
• On the evening of Tuesday December 5th 2017 Camanio Care’s board of directors approved the transaction with the Investor as well as the issuance of the Notes, Warrants and the Shareholders Warrants under the first Tranche as it is within the limitations of the authorization from the shareholder's meeting held on 23 May 2017.
Main characteristics of the Notes, the Warrants and the Shareholders’ Warrants:
• The Notes have a principal amount of SEK 10,000 each. They bear no interest and have a maturity of 12 months from the date of the registration of their issuance with the Swedish Companies Registration Office. During their term, the Investor may request to convert any or all of the Notes at a variable conversion price representing a 10 % discount to the lowest closing bid price over the 15 trading days (the “Reference Price”) preceding the conversion date.
• Upon such conversion request, Camanio Care has the option to remit, at its discretion, cash, shares in Camanio Care or a combination of both. This characteristic will enable Camanio Care to manage the potential dilution resulting from the Notes.
• The Warrants have a maturity of three (3) years from the date of the registration of their issuance with the Swedish Companies Registration Office and will immediately be detached from the Notes. Each Warrant gives its owner the right to subscribe for one (1) new share (subject to standard adjustments in accordance with the terms and conditions of the Warrants) in Camanio Care at a fixed strike price representing a 20 % premium to the Reference Price on the date of the request from Camanio Care to issue a new Tranche.
• In the specific case of the first Tranche, the strike price will be SEK 3.20. Under this first Tranche, there are 625,000 Warrants issued to the Investor and 907,770 Shareholders’ Warrants.
• The Shareholders Warrants will have the same characteristics as the Warrants and will together be admitted to trading on AktieTorget.
Issuance of the subsequent Tranches:
• Camanio Care’s board of directors has committed to the Investor that it will, at a general shareholders' meeting, propose to increase the maximum number of shares that can be issued, if necessary, and to delegate the authority to approve the issuance of further Tranches of Notes with Warrants attached to the board of directors.
• Each subsequent Tranche will amount to SEK 2 million (such amount may be increased upon mutual consent of the Investor and Camanio Care).
• Camanio Care can request the Investor to subscribe a new Tranche subject to the fulfillment of the following conditions on the date of the request and the date of funding of the requested Tranche:
- all outstanding Notes have been completely converted or redeemed;
- no material adverse change has occurred;
- no event of default is in existence;
- no impossibility for the conversion of the Notes has occurred during the 90 preceding calendar days;
- no suspension of trading of the shares has occurred over the 90 preceding calendar days;
- Camanio Care has a sufficient number of shares authorized for issuance by the board of directors upon conversion of the Notes into shares and upon exercise of the Warrants;
- the closing price and the daily volume weighted average price of the shares on each of the 20 preceding trading days is at least equal to SEK 1.80; and
- the average daily value traded of the shares over the 15 preceding trading days is at least equal to SEK 150,000 and among these 15 trading days, 10 trading days with at least SEK 90,000.
The full terms and conditions of the Notes, the Warrants and the Shareholders' Warrants will be published on Camanio Care's website.
Example based on one Tranche:
• Issuance of Tranche:
- Tranche amount: SEK 4,000,000
- Tranche issuance Price: SEK 2.68
- Strike price of Warrants: SEK 2.68 * 1.20% ≈ SEK 3.20
- Number of Notes: 4,000,000 / 10,000 = 400
- Number of Warrants: 4,000,000* 50% / SEK 3.20 = 625,000
- Number of additional Shareholders' Warrants: 907,771
• Conversion of Notes:
- Market Price: SEK 2.68
- Conversion Price: SEK 2.68 * 90.0% ≈ SEK 2.40
- Number of shares: 4,000,000 SEK / SEK 2.40 = 1,666,667 shares
• Full exercise of warrants:
- Investment from Investor’s Warrants at exercise: SEK 3.20 * 625,000 = SEK 2 million
- Investment from Shareholders' Warrants at exercise: SEK 3.20 * 907,771 = approximately SEK 3 million
- Total number of shares from warrants: 1,532,771
- Total additional investment from warrants: approximately SEK 5 million
- Dilution of shareholders per current number of shares from Notes and at full exercise of all warrants: ~ 12.3 %
For further information, please contact:
Catharina Borgenstierna, CEO
Telephone: 0733-93 00 07
E-mail: catharina.borgenstierna@camanio.com
About Camanio Care
Camanio Care is a company operating in the caretech marketplace with robotics, assistive devices and gamification that focus on supporting basic human needs. We provide products and services that improve quality and efficiency in the areas of Active Life, Mealtime Situation and Digital Care with products such as BikeAround™, Giraff and Bestic®. Camanio Care has its headquarters in Stockholm, Sweden, subsidiaries in the USA and distributors in ten European countries and also Australia and China. We make the future work!
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This information is information that Camanio Care is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out above, at 09:00 CET on December 6th, 2017.