Calmark publishes information memorandum in connection with fully guaranteed rights issue

Calmark publishes information memorandum in connection with fully guaranteed rights issue

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Press releases
Calmark Sweden AB (publ) (“Calmark” or “the Company”) is presenting an information memorandum today, on the occasion of the rights issue of units that Calmark’s extraordinary general meeting on 6 November 2019 resolved to conduct in accordance with the Board of Directors’s proposal (“the Rights issue”). If the Rights issue is fully subscribed, the Company is initially provided approximately MSEK 24.3 before issuance costs. On full exercise of all associated subscription warrants, the Company will receive between MSEK 10.3 and MSEK 16.2 additionally, before issuance costs. The Rights issue is guaranteed through subscription commitments (68 percent, of which 50 percentage points are subscriptions with the support of unit rights and 18 percentage points are subscriptions without unit rights) and guarantee commitments (32 percent), in total corresponding to 100 percent of the initial issue amount.

Information memorandum and application form

The information memorandum and application form for subscription with or without pre-emption rights have now been published on the websites of Calmark (www.calmark.se) and Hagberg & Aneborn Fondkommission AB (www.hagberganeborn.se), respectively.

The Rights issue in brief

  • Shareholders in the Company have preferential rights to subscribe for one (1) unit in the rights issue for every twenty-one (21) shares held on the record date, 13 November 2019. Each unit consists of twelve (12) new B shares and four (4) associated warrants of series 2019/2020 (TO 2 B) free-of-charge.
  • The subscription period is between 15 November 2019 and 29 November 2019.
  • The subscription price is SEK 39.60 per unit, corresponding to SEK 3.30 per share.
  • The subscription warrants are issued free-of-charge.
  • Each subscription warrant entitles the holder to subscribe for one B share, at a subscription price calculated as 75 percent of the volume-weighted average price during the period 12 October 2020 up to and including 23 October 2020, but not less than SEK 4.20 or more than SEK 6.60. Subscription for B shares with warrants will be possible during the period between 4 December 2020 and 16 December 2020 inclusive.
  • If the Rights issue is fully subscribed, the Company is initially provided approximately MSEK 24.3 before issuance costs, and, on full exercise of all associated subscription warrants, between MSEK 10.3 and 16.2 additionally.
  • Trading in unit rights will take place on Spotlight Stock Market between 15 November 2019 and 27 November 2019 inclusive.
  • Trading in paid subscription units (BTU) begins on 15 November and continues until the Rights issue is registered with the Swedish Companies Registration Office.

The Company has received subscription commitments amounting to approximately MSEK 16.5, or about 68 percent of the total amount of the Rights issue. The Company has also received commitments from a guarantee consortium of qualified investors, amounting to approximately MSEK 7.8, or about 32 percent of the total amount of the Rights issue. The Rights issue is hence guaranteed up to 100 percent of the initial issue amount.

Adviser

Stockholm Corporate Finance acts as financial adviser. Moll Wendén Advokatbyrå AB acts as legal adviser. Hagberg & Aneborn Fondkommission AB is the issuing agent in the Rights issue.

For more information, please contact:

Anna Söderlund, CEO, Calmark Sweden AB
Telephone: +46 70 213 25 35
E-mail: anna.soderlund@calmark.se

Otto Rydbeck, CEO, Stockholm Corporate Finance
Telephone: +46 (0)8-440 56 4
E-mail: otto.rydbeck@stockholmcorp.se

Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.

lmportant information

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Calmark Sweden AB (publ).  The invitation for concerned persons to subscribe for shares in the Company will only be given through the information memorandum now published by the Company.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand Singapore, and South Africa, or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

No subscription rights, BTUs (interim units) or shares have or will be registered under the U.S. Securities Act of 1933, as amended, or securities legislation in any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, in or into the United States.

This press release contains forward-looking statements that reflect Calmark's intentions, assessments, or current expectations about and targets for Calmark's future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Calmark operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Calmark believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors.

About Calmark Sweden AB (publ)

Calmark is a medical technology company developing a point-of-care (POC) analysis method with easier and faster sampling of medical conditions in newborns. The unique test platform, which consists of a reader and single-use products, is expected to be ready for launch in 2020 when three important POC tests are introduced. The WHO estimates that 1.5 billion children will be born worldwide by 2030. In the Western world, the introduction of POC diagnostics is resulting in huge savings and shorter healthcare chains. In less developed healthcare systems, the product helps save lives. Calmark aims to become the global leader and ultimately to offer all relevant POC tests for the newborn's first period of life, wherever they are born. The B share is listed on the Spotlight Stock Market and is traded under the CALMA B ticker. Read more about Calmark at www.calmark.se/eng/home.

About Stockholm Corporate Finance

Stockholm Corporate Finance is a Swedish, independent and privately-owned financial advisor offering qualified transaction based advisory services by acting in capital raisings, changes in ownership, acquisition, merger and acquisitions (M&A) in listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network of M&A Worldwide consisting of 42 M&A advisors and investment banks in 43 countries. Stockholm Corporate Finance is an investment firm which is supervised by the FSA and is a member of the trade organization SwedSec Licensing AB. www.stockholmcorp.se.