“Calmark has grown strong during the pandemic, with 8 new employees, two new subsidiaries in China and a whole new production facility,” says Anna Söderlund, CEO of Calmark. “We now need to ramp up and make further steps forward to ensure a successful global rollout of our products.”
Summary of the new share issues:
- The Board of Directors of Calmark has, on the authority of the Annual General Meeting of 18 May 2021, resolved to raise capital totaling approximately MSEK 27, by means in part of the Rights Issue of approximately MSEK 24.9 and in part of the Directed Issue of approximately MSEK 2.1.
- The terms of the Rights Issue entail that one (1) new B share will be issued for every six (6) existing shares held, which implies that no more than 4,611,064 B shares will be issued in the Rights Issue at a price of SEK 5.40 per B share. The Rights Issue provides the Company approximately MSEK 24.9 in proceeds before issuance costs.
- The subscription period of the Rights Issue is between 9 November 2021 and 23 November 2021. Subscription rights that are not exercised during the subscription period become invalid and expire worthless.
- The record date for participation in the Rights Issue is 5 November 2021. The last day of trading in the B share with the right to participate in the Rights Issue is 3 November 2021. Participants in the Directed Issue will not receive the newly subscribed B shares prior to the record date and will thus not be eligible for subscription rights to participate in the Rights Issue.
- The Directed Issue comprises 388,936 B shares, issued at a price of SEK 5.40 per B share. The Company has obtained binding subscription commitments in the Directed Issue from Gainbridge Capital. Gainbridge Capital, which is a wholly-owned subsidiary of Spotlight Group AB, operates the Gainbridge Novus Nordic fund focusing on Nordic growth companies.
- The total issuance costs are estimated to amount to approximately MSEK 2.5.
- The complete terms and instructions for the Rights Issue and other information about the Company will be set out in the information memorandum that is expected to be published 8 November 2021.
Background and rationale
Calmark is in the midst of the market launch of the CE marked tests Neo-Bilirubin and COVID19-LDH. The Company's delivery capacity has been good in relation to the level of orders seen last year, but the Company is now in a new situation, with great interest from volume markets. Orders for demonstration units have been received from Sweden, Finland, Italy and Switzerland, and additional demonstration units have been supplied to Jordan, Iraq, Egypt and India. Therefore, Calmark needs to increase production capacity and accumulate stocks of its products in order to expand and enable worldwide sales.
The rationale for the Rights Issue amounting to approximately MSEK 24.9 before issuance costs is primarily to obtain resources to finance the market launch of Neo-Bilirubin and COVID19-LDH, with a focus on expanding the production capacity for the instruments and on building inventory.
USE OF PROCEEDS
The net proceeds from the Rights Issue (up to approximately MSEK 22.4, less issuance costs and fees for guarantee commitments amounting to approximately MSEK 2.5 in total) are planned to be allocated according to the following priority order and scope:
- Expand production capacity and build inventory: approximately 50 percent
- Operating costs and capital buffer: approximately 30 percent
- Adapt the organization to the rate of growth: approximately 20 percent
In the Board of Directors’ assessment, the existing working capital is not sufficient to cover the current needs for the coming 12 months. The Board of Directors estimates that the net proceeds from the Rights Issue of MSEK 22.4 will be sufficient to finance the working capital requirement for the operations over the next 12 months. The Rights issue is guaranteed up to 80 percent of the initial issue amount by means of subscription commitments and guarantee commitments. The provided subscription commitments and guarantee commitments are, however, not covered by any advance transactions, bank guarantees, blocking of funds, pledging or similar arrangements.
The Rights issue
On 22 October 2021, the Board of Directors resolved, on the authority of the Annual General Meeting of 18 May 2021, to carry out a rights issue of not more than 4,611,064 B shares, entailing an increase of the share capital of up to SEK 461,106.40. Upon full subscription, the Company will receive approximately MSEK 24.9 in proceeds before issuance costs.
Registered shareholders of the Company on the record date, 5 November 2021, shall have preferential right to subscribe for new B shares in proportion to their respective number of shares held on that date. One (1) existing share shall entitle the holder to one (1) subscription right and six (6) subscription rights shall entitle to subscription of 1 (1) newly issued B share. The subscription price amounts to SEK 5.40 per B share.
Subscription of B shares without the exercise of subscription rights shall also be possible. In the event that not all new B shares are subscribed for by exercise of subscription rights, the Board of Directors shall, within the highest amount of the Rights Issue, resolve on allotment of shares according to the following: Allotment shall be made firstly to those who have subscribed for B shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not), pro-rata on the basis of their subscription by exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Secondly, to those who have expressed interest in subscription of B shares without exercise of subscription rights, and to the extent that this is not possible, by drawing of lots; Ultimately, to those who have made guarantee commitments to subscribe for B shares, pro-rata on the basis of their guarantees given.
The subscription period is between Tuesday, 9 November 2021 and Tuesday, 23 November 2021. Subscription rights that are not exercised during the subscription period become invalid and expire worthless. Trading in subscription rights is expected to take place on Spotlight Stock Market during the period between 9 November 2021 and 18 November 2021, and trading in BTA B (paid subscribed shares) during the period between 9 November 2021 and until the issue is registered with the Swedish Companies Registration Office.
The dilutive effect for those shareholders who choose not to participate in the Rights Issue amounts to approximately 14.3 percent of the capital (calculated as the number of new shares due to the Rights Issue divided by the total number of shares in the Company after a fully subscribed Rights Issue) and approximately 12.6 percent of the votes (calculated as the number of new votes due to the Rights Issue divided by the total number of votes in the Company after a fully subscribed Rights Issue).
Subscription commitments and guarantee commitments
The Rights issue is covered by subscription commitments and guarantee undertakings corresponding to 53.8 percent and 26.2 percent of the full amount, respectively. In total, approximately 80 percent of the Rights Issue is hence covered by subscription commitments and guarantee undertakings. Subscription commitments have been received from a number of existing shareholders in the Company, including Wingefors Invest AB, Creades AB, Meliorata AB (CEO Anna Söderlund), OLCON Engineering, Tef Invest AB, Millenium Falcon AS and Bengt Braun and others, and also from Gainbridge Capital. The guarantee undertakings have been received from Gainbridge Capital and a number of Calmark's existing shareholders. Shareholders who have given guarantees have first entered into subscription commitments corresponding to at least their share of the Rights Issue (pro-rata). For the guarantee undertakings, a guarantee commission of seven (7) percent of the guaranteed amount shall be paid as a cash remuneration, corresponding in total to approximately MSEK 0.5. No remuneration shall be paid for the subscription commitments.
The Company will prepare an information memorandum for the Rights Issue, where the complete terms and other information about the Rights Issue will be set out. The information memorandum is projected to be published on the Company's website on 8 November 2021, ahead of the start of the subscription period on 9 November 2021.
Preliminary timetable, all dates referring to 2021
The following timetable for the Rights Issue is preliminary and may be subject to change.
3 November The last day of trading in the B share with the right to participate in the Rights Issue
4 November The first day of trading in the B share without the right to participate in the Rights Issue
5 November Record date for participation in the Rights Issue. Shareholders registered in the shareholder registry on this date will receive subscription rights.
8 November Estimated date of publication of the information memorandum
9 November–18 November Trading in subscription rights
9 November–23 November Subscription period
9 November until the registration of the Rights issue with the Swedish Companies Registration Office Trading in BTA B (paid subscribed shares)
29 November Estimated date of announcement of the outcome of the Rights Issue
The Directed Issue
Calmark's Board of Directors, on the authority of the Annual General Meeting of 18 May 2021, resolved on 22 October 2021 to carry out a directed issue of B shares of approximately MSEK 2.1 before issuance costs. The Company has obtained binding subscription commitments in the Directed Issue from Gainbridge Capital of 2,1 MSEK.
The Directed Issue comprises 388,936 B shares, issued at a price of SEK 5.40 per B share. The subscription price has been resolved upon by the Board of Directors in consultation with the financial adviser contracted for the issue, based on the assessed investor interest. The subscription price corresponds to the subscription price of the Rights Issue, and the Company’s Board of Directors considers the subscription price to be on market terms. The Directed Issue entails an increase of the share capital by not more than SEK 38,893.60. There will be a dilutive effect for existing shareholders, which, if the Directed Issue is subscribed in full, will amount to approximately 1.2 percent of the capital (calculated as the number of new shares due to the Directed Issue divided by the total number of shares in the Company after the Directed Issue and the fully subscribed Rights Issue) and approximately 1.1 percent of the votes (calculated as the number of new votes due to the Directed Issue divided by the total number of votes in the Company after the Directed Issue and the fully subscribed Rights Issue).
The reason for the deviation from the shareholders’ preferential rights is that the Board of Directors considers that Calmark's future development would benefit from a strengthened ownership structure and wants to take advantage of the opportunity to raise working capital for the Company under favourable conditions.
The newly issued B shares in the Directed Issue are expected to be admitted to trading on Spotlight Stock Market at the same time as the B shares from the Rights Issue. The B shares that are subscribed and issued in the Directed Issue will not, however, confer the right to participate in the Rights Issue.
The Company's shares and share capital following the issues
Provided that the Rights Issue and the Directed Issue are subscribed in full, the Company’s share capital will amount to SEK 3,266,638.70 divided on 32,666,387 shares (474,450 A shares and 32,191,937 B shares).
Bringing forward of quarterly report Q3 2021
Calmark furthermore hereby announces that the date of publication of the interim report for the third quarter of 2021 will be brought forward as a consequence of the new issues. The interim report will be made public on 5 November 2021. The previously disclosed date of publication was 26 November 2021.
Stockholm Corporate Finance is financial adviser and Moll Wendén Advokatbyrå legal adviser in conjunction with the Rights Issue. Hagberg & Aneborn Fondkommission AB is the issuing agent in connection with the Rights issue.
For more information, please contact:
Calmark Sweden AB (publ)
Anna Söderlund, CEO
Telephone: +46 70 213 25 35
This information is information that Calmark Sweden AB 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 person set out above, at 8:00 am on 22 October 2021.
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.
Calmark Sweden AB is a medical technology company that develops and markets a point-of-care (POC) analysis method for easier and faster diagnostics of medical conditions in newborns. The unique test platform consists of a portable instrument and test cassettes for various biomarkers. The first test, NeoBilirubin, was launched to the market in 2020. In the Western world, the introduction of POC diagnostics is resulting in huge savings and shorter care chains. In less developed healthcare systems, the product will offer a decision support which is currently lacking, since the access to hospital laboratories often is limited. Calmark aims to become the global leader in POC diagnostics for newborns and, in the long term, to offer all relevant tests for the first period of life. In addition to products for newborns, Calmark sells a POC test for assessment of COVID-19 disease severity. The B share is listed on the Spotlight Stock Market and is traded under the CALMA B ticker. Read more at www.calmark.se.
About Stockholm Corporate Finance, Stockholm
Stockholm Corporate Finance is an independent and privately owned financial advisor offering qualified advisory services related to capital raisings, changes in ownership, and mergers and acquisitions (M&A) to listed and privately held companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which consists of 49 M&A advisors and investment banks in 36 countries. Stockholm Corporate Finance is an investment firm under the supervision of the Swedish Financial Supervisory Authority and a member of the trade organization SwedSec Licensing AB. For more information, please visit: www.stockholmcorp.se
The information in this press release does not constitute an offer to acquire, subscribe for, or by any other means trade in, shares or other securities issued by the Company. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. The invitation for concerned persons to subscribe for shares in the Company will only be given through the information memorandum, which the Company intends to publish.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such action would be unlawful, subject to legal restrictions, or require other actions in addition to what follows from Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or other jurisdiction of the United States.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “consider”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from what is expressed in the forward-looking statements. Neither the Company, nor anyone else, undertakes any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as otherwise required by law or by Spotlight Stock Market’s rulebook for issuers of shares.