THE INFORMATION HEREIN IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The Rights Issue
Registered shareholders of Calmark on the record date, September 27, 2022, received one (1) subscription right for each share held, regardless of share class. Eight (8) subscription rights entitle to the subscription of four (4) new B shares and one (1) warrant (“unit”) to a subscription price of SEK 6.40 per unit, corresponding to SEK 1.60 per B-share (the warrants are issued free of charge).
The subscription period ended on October 13, 2022. The Rights Issue was subscribed to approximately 91.1 percent, of which approximately 59.2 percent was subscribed with unit rights and approximately 31.9 percent was subscribed for without unit rights. Hence, the underwriting commitments will not be used. Through the Rights Issue, the Company obtains approximately SEK 23.8 million before issue costs. The issue costs are estimated to amount to SEK 3.5 million and consist mainly of costs for underwriting commitments and compensation to financial and legal advisers.
The allotment of units subscribed for without unit rights has been made in accordance with the terms of the Rights Issue, which are stated in the prospectus. Notification of such allocation will be communicated separately by registered settlement note. Nominee registered shareholders will receive a notice of allocation in accordance with instructions from the respective nominee.
Trading with BTU (Paid Subscription Unit) takes place on Spotlight Stock Market until the conversion of BTU into B shares and warrants after registration of the Rights Issue with the Swedish Companies Registration Office. One (1) BTU contains four (4) B shares and one (1) warrant of series 2022/2023. Registration with the Swedish Companies Registration Office is expected to take place during week 44, 2022 and as soon as possible after this, the conversion of BTU into shares and warrants will take place.
Share and share capital
Through the Rights Issue, Calmark’s share capital will increase by SEK 1,487,264.40 through the issuance of 14,872,644 B shares. Following the Rights Issue and registration of the Rights Issue with the Swedish Companies Registration Office, the Company’s share capital will amount to SEK 4,753,903.10 and the total number of shares in the Company will amount to 47,539,031 shares.
Through the Rights Issue, the Company also issues 4,083,298 warrants of series 2022/2023, which entitle to subscribe for 3,718,161 B shares in the Company.
The warrants of series 2022/2023 that have been issued through the Rights Issue entitle the holder to subscribe for one (1) new B share in Calmark during the subscription period from August 14, 2023 until August 28, 2023. The subscription price for the subscription of B-shares using warrants will correspond to 75 percent of the volume-weighted average price paid for the Company's B-shares on Spotlight Stock Market during a period of ten (10) trading days prior to August 14, 2023. However, the subscription price cannot be higher than SEK 3.20 and not lower than SEK 1.60.
Upon full exercise of all warrants of series 2022/2023 within the framework of issued units, the Company may receive up to an additional approximately SEK 11.9 million, depending on the exercise price. Upon full exercise of all warrants of series 2022/2023, the share capital will increase by an additional SEK 371,816.10.
The warrants are intended to be admitted for trading on Spotlight Stock Market after the Rights Issue has been registered with the Swedish Companies Registration Office.
Stockholm Corporate Finance is acting as financial adviser and Moll Wendén Advokatbyrå AB is acting as legal advisors in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is the issuing institution in the Rights Issue.
For further information, please contact:
Calmark Sweden AB (publ)
Anna Söderlund, CEO
Tel: +46 70 213 25 35
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
Calmark Sweden AB is a MedTech company that develops and sells a point-of-care (POC) analysis system for a more time- and cost-efficient diagnostics procedure of common medical conditions in newborns. The unique test platform consists of a portable instrument and test cassettes for various biomarkers. Market launch of the first test, Neo-Bilirubin began in 2020. In developed healthcare systems, the introduction of POC tests leads to large costs savings and shorter healthcare chains. In less developed healthcare systems, Calmark's products offers a support for diagnosis that does not exist today as access to hospital laboratories is often limited. Calmark aims to become a global leader and in the long-term offer all relevant tests for newborns regardless of where in the world they are born. In addition to products for newborns, Calmark also sells a POC test for assessing the severity of covid-19. The B-share is listed on the Spotlight Stock Market and is traded under the name CALMA B. Read more at www.calmark.se
About Stockholm Corporate Finance AB
Stockholm Corporate Finance is a Swedish, independent, and privately-owned financial advisor that offers financial advisory in capital raisings, ownership changes, and mergers and acquisitions to listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, that consists of 49 M&A-advisors and investment banks in 36 countries. Stockholm Corporate Finance is under the supervision of the Swedish Financial Supervisory Authority, Finansinspektionen, and is a member of SwedSec Licensiering AB. For further information see: www.stockholmcorp.se
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction. This press release is not a prospectus according to Regulation (EU) 2017/1129 and Directive 2003/71 / EC (together with relevant implementations and delegated regulations "Prospectus Regulation"). A prospectus regarding the Rights Issue was prepared by the Company and approved by the Swedish Financial Supervisory Authority on 28 September 2022.
This press release must not be published or distributed, directly or indirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the US, or any other jurisdiction where the distribution of this press release is against the law. Similarly, this press release does not constitute an offer to sell new shares, warrants, paid subscription shares, subscription rights, or other securities to anyone in a jurisdiction where it is not allowed to make such an offer to such a person, or where such action would require an additional prospectus, registration, or measures other than those required under Swedish law. The prospectus, registration slip, and other documents attributable to the Rights Issue may not be distributed to or within any country where such distribution or Rights Issue requires measures as stated in the preceding sentence, or where this would contravene the law of that country.
No shares, warrants, subscription rights, paid subscription shares, or other securities have been registered or will be registered pursuant to the 1933 United States Securities Act in its current version (“the Securities Act”) or securities legislation in any state or other jurisdiction of the US, and may not be offered, subscribed to, utilised, pledged, sold, resold, granted, supplied, or otherwise transferred, directly or indirectly, to or within the US, except in accordance with any applicable exemption from or by a transaction that is not covered by the registration requirements of the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the US.
This press release contains some forward-looking information that reflects the Company’s current view of future events and financial and operational development. Words such as “intended”, “will”, “believed”, “assessed”, “expected”, “planned”, “estimated”, and other expressions that imply indications or predictions of future developments or trends constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or developments. Actual results may differ substantially from what is stated in the press release. This information, these opinions, and the forward-looking statements contained in this press release are valid only on this date and are subject to change without notice. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight Stock Markets regulations for issuers.