Reminder regarding extraordinary general meeting and record date for participation in rights issue

Reminder regarding extraordinary general meeting and record date for participation in rights issue

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The board of directors of Calmark Sweden AB (publ) (“Calmark” or the “Company”) has invited the shareholders to an extraordinary general meeting to be held on September 22, 2022, to resolve on the board's decision to issue units consisting of B shares and warrants with preferential rights for Calmark's existing shareholders (the “Rights Issue”). The record date for the Rights Issue is September 27, 2022. This implies that the last day for trading in the Company's B share with the right to participate in the Rights Issue is September 23, 2022, i.e., the day after the extraordinary general meeting.

THE INFORMATION CONTAINED IN THIS PRESSRELEASE IS NOT INTENDED TO BE PUBLISHED, DISCLOSED OR DISTRIBUTED, DIRECTLY ORINDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA,SINGAPORE, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTIONWOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. SEE THE “IMPORTANT INFORMATION”SECTION AT THE END OF THIS PRESS RELEASE.

 

Summary of the Rights Issue

  • Upon full subscription of the Rights Issue, Calmark will receiveapproximately SEK 26.1 million, before issue costs. Upon full subscription andexercise of the warrants included in the issued units for the subscription ofB-shares, the Company will be provided an additional funding of up toapproximately SEK 13.1 million.
  • The Rights Issue is covered to approximately 28.3 percent bysubscription commitments and to approximately 51.7 percent by guaranteedcommitments, in total the Rights Issue is secured to 80 percent.
  • All existing shareholders receive one (1) unit right for each (1) shareheld on the record date on September 27, 2022, and eight (8) unit rightsentitle to subscription of one (1) unit. One (1) unit contains four (4) newB-shares and one (1) warrant. The subscription price is SEK 6.40 per unit,corresponding to SEK 1.60 per B-share (the warrants are issued free of charge).
  • The subscription period for the Rights Issue will run from September 29, 2022, to October 13, 2022. Unit rights that are not usedduring the subscription period become invalid and lose their value.
  • The exercise price for the subscription of B shares using warrants willcorrespond to 75 percent of the volume-weighted average price paid for theCompany's B shares on the Spotlight Stock Market during a period of ten (10)trading days prior to August 14, 2023. However, the subscription price cannotbe higher than SEK 3.20 and not lower than SEK 1.60.
  • The exercise period for the subscription of B shares using warrants willrun from and including August 14, 2023, to and including August 28, 2023.

 

Schedule, all dates occur within 2022

22 September 

General meeting with  decision regarding approval of the Rights Issue 

23 September  

Last trading day with  B-shares including the right to receive unit rights 

26 September  

First trading day with  B-share without the right to receive unit rights 

27 September 

Record date for  participation in the Rights Issue. Shareholders who are registered in the  share register on this day will receive subscription rights. 

28 September 

Estimated date for  publication of the EU Growth Prospectus regarding the Rights issue 

29 September - 10  October  

Trading of units on the  Spotlight Stock Market 

29 September - 13 October 

Subscription period for the  Rights issue 

29 September until the  Rights Issue is registered with the Swedish Companies Registration  Office 

Trading with BTU’s (paid  subscribed units) 

18 October 

Estimated date for  publication of the outcome from the Rights Issue 

 

Advisors

Stockholm Corporate Finance is acting as financial adviser and MollWendén Advokatbyrå AB is acting as legal advisors in connection with the RightsIssue. Hagberg & Aneborn Fondkommission AB is the issuing institution inthe Rights Issue.

 

 

Every care has been takenin the translation of this document. In the event of discrepancies, the Swedishoriginal will supersede the English translation.

 

 

For more information, pleasecontact:

Anna Söderlund, CEO

Telephone: +46 (0)10 204 01 50

E-mail: anna.soderlund@calmark.se

 

 

About Calmark Sweden AB (publ)

Calmark is a medical technologycompany that develops and markets a point-of-care (POC) analysis method witheasier and faster diagnostics of medical conditions in newborns. The uniquetest platform consists of a portable instrument and test cassettes for variousbiomarkers. The first test, Neo-Bilirubin, was launched to the market in 2020.In the Western world, the introduction of POC diagnostics is resulting in hugesavings and shorter care chains. In less developed healthcare systems, theproduct will offer a decision support which is currently lacking, since theaccess to hospital laboratories often is limited. Calmark aims to become theglobal leader in POC diagnostics for newborns and, in the long term, to offerall relevant tests for the first period of life. In addition to products fornewborns, Calmark sells a POC test for assessment of COVID-19 disease severity.The Bshare is listed on the Spotlight Stock Market and is traded under the CALMA Bticker. Read more at www.calmark.se.

 

About Stockholm CorporateFinance AB

Stockholm Corporate Finance is a Swedish, independent, andprivately-owned financial advisor that offers financial advisory in capitalraisings, ownership changes, and mergers and acquisitions to listed andprivately held companies. Stockholm Corporate Finance is the exclusive Swedishpartner in the global network M&A Worldwide, that consists of 49M&A-advisors and investment banks in 36 countries. Stockholm CorporateFinance is under the supervision of the Swedish Financial SupervisoryAuthority, Finansinspektionen, and is a member of SwedSec Licensiering AB. Forfurther information see: www.stockholmcorp.se

 

Important information

This press release does not constitute an offer to acquire, subscribeto, or otherwise trade in shares, warrants, subscription rights, paidsubscription shares, or other securities in Calmark Sweden AB (publ). Investorsmust subscribe to or acquire securities only based on the information in theprospectus, which will be published before the start of the subscription periodfor the Rights Issue around September 22, 2022. No action has been taken and noaction will be taken to permit an offer to the public in any jurisdictionsother than Sweden.

 

This press release must not be published or distributed, directly orindirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand,Singapore, South Africa, Switzerland, the US, or any other jurisdiction wherethe distribution of this press release is against the law. Similarly, thispress release does not constitute an offer to sell new shares, warrants, paidsubscription shares, subscription rights, or other securities to anyone in ajurisdiction where it is not allowed to make such an offer to such a person, orwhere such action would require an additional prospectus, registration, ormeasures other than those required under Swedish law. The prospectus,registration slip, and other documents attributable to the Rights Issue may notbe distributed to or within any country where such distribution or Rights Issuerequires measures as stated in the preceding sentence, or where this wouldcontravene the law of that country.

 

No shares, warrants, subscription rights, paid subscription shares, or othersecurities have been registered or will be registered pursuant to the 1933United States Securities Act in its current version (“the Securities Act”) orsecurities legislation in any state or other jurisdiction of the US, and maynot be offered, subscribed to, utilised, pledged, sold, resold, granted,supplied, or otherwise transferred, directly or indirectly, to or within theUS, except in accordance with any applicable exemption from or by a transactionthat is not covered by the registration requirements of the Securities Act andin accordance with the securities legislation in the relevant state or otherjurisdiction of the US.

 

This press release contains some forward-looking information thatreflects the Company’s current view of future events and financial andoperational development. Words such as “intended”, “will”, “believed”,“assessed”, “expected”, “planned”, “estimated”, and other expressions thatimply indications or predictions of future developments or trends constituteforward-looking information. Forward-looking information is inherentlyassociated with both known and unknown risks and uncertainties because it isdependent on future events and circumstances. Forward-looking information doesnot constitute a guarantee of future results or developments. Actual resultsmay differ substantially from what is stated in the press release. Thisinformation, these opinions, and the forward-looking statements contained inthis press release are valid only on this date and are subject to change withoutnotice. Neither the Company nor anyone else undertakes to revise, update,confirm or publicly announce any revision of any forward-looking statement toreflect events occurring or circumstances occurring with respect to thecontents of this press release, except as required by law or Spotlight StockMarkets regulations for issuers.