Amended terms relating to upcoming TO1 and TO2 warrants
STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER: STENO
This information is information that STENOCARE A/S is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person below for publication on Nov 29, 2023.
Today, STENOCARE’s Board of Directors has decided to amend the terms relating to the upcoming TO1 and TO2 warrants. This is done to honor the promises made at the time of the rights issue in June this year.
What we offered: At the time of the unit rights issue in May/June this year, we promised a 30% discount upon exercise of the TO1 and TO2 Warrants. At the same time, we established a minimum warrant exercise price of 3.21 DKK and a maximum of 6.70 DKK for the upcoming TO1 (December 2023) and similarly, a minimum exercise price of 3.21 DKK and a maximum of 9.62 DKK was set for TO2 (June 2024).
What happened: Since the unit rights issue in May/June 2023, the company has developed favorably with record breaking sales and order sizes and other positive news. However, and nonetheless, the share price has declined unexpectedly to a level close to the minimum price set for the TO1 and TO2 of DKK 3,21/share.
No minimum and maximum: Now, in order to align with the promises made upon the announcement of the unit rights issue STENOCARE wishes to maximize the likelihood that the outstanding warrants (TO1 in December 2023 and TO2 in June 2024) will represent an attractive opportunity for the warrant holders. On this background, it has been decided to eliminate the maximum and minimum exercise price of both TO1 and TO2. This means, that the formula for calculating the price will be the 10 days volume weighted average price in the pricing window less 30%.
Slightly revised subscription and pricing period. In order to allow time for the significance of today’s announcement to be digested and absorbed by the market incl. share- and warrant holders, banks, etc, it has also been decided to move the first day of subscription for the TO1 by 3 trading days from start on Friday December 1 to first day of subscription of Wednesday December 6 and now with last day of subscription on December 19. This change also means that the TO1 pricing period (the VWAP calculation period) will be 10 trading days prior to December 6.
Compensation. The TO1 and TO2 warrants have been traded since the rights issue in May/June 2023. Any warrant holder who has sold warrants at any time from June 01 to November 29 at a loss relative to the final purchasing price of the warrants (ref. above) will be entitled to receive compensation. This right will conditional upon subsequent purchase of new warrants and exercise of such warrants. Detailed terms and procedures will apply and will be communicated separately in due time. With this final amendment to the terms, we protect warrant holders against losses related to sale of warrants, in the event that the warrants subsequently purchased and exercised, have increased in price between actual sales price during June-November period and the actual purchasing price during the upcoming trading period.
Potential proceeds and related risks: The original terms of the TO1 warrant, as previously detailed, specified a minimum price of 3.21 DKK and a maximum of 6.70 DKK for each new share. Following the unit rights issue in May/June 2023, which was oversubscribed (as per the company announcement on 12 June 2023), and the debt conversion of 5 mDKK (as per the company announcement on 26 June 2023), there are now 1,712,999 outstanding warrants. If fully subscribed at the maximum price under the original terms, the exercise of these warrants would result in approximately 11.4 mDKK in gross proceeds, with net proceeds of 10.5 mDKK. After modifying the terms, and assuming full subscription of the warrant exercise, calculated using the last 10-day VWAP with a 30% discount, could potentially yield the Company approximately 3.8 mDKK in gross proceeds and about 3.4 mDKK in net proceeds. Management believes that the chances of a positive outcome will improve from todays amendments and at the same time management believes that no significant risk is added to the equity case of STENOCARE as a result of today’s announcement.
CEO of Stenocare, Thomas Skovlund Schnegelsberg, comments: ”We are committed to honor the promises made to our large base of investors and shareholders in general and specifically at the time of the rights issue (June 2023). Therefore, with today’s changes, we are pleased to once again offer an attractive opportunity for warrant holders and potential new investors”. On a separate note, I am proud to say that STENOCARE has been identified as the listed company in Denmark with the most Nordnet shareholders on the Growth Exchange. This means a lot and as always, we are determined to live up to the expectations of our shareholders.
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