Audientes A/S publishes prospectus relating to the rights issue

Company announcement no. 30-2022
November 23, 2022

  

Today, Audientes A/S (CVR No. 36047631) publishes the prospectus relating to the company’s forthcoming rights issue of units, for which the subscription period starts on 1 December 2022 (the “Rights Issue”). The prospectus has today been approved and registered by the Danish Financial Supervisory Authority (Finanstilsynet). The prospectus is also available on the websites of the company (www.audientes.com), Sedermera Corporate Finance AB (www.sedermera.se) and Spotlight Stock Market (www.spotlightstockmarket.com).

 

On 18 November 2022, Audientes announced that the Board of Directors had resolved on an issue of units with pre-emptive right for existing shareholders. The decision was taken pursuant to the authorization granted by the Extraordinary General Meeting on 11 October 2022.

 

The prospectus, including complete terms and conditions, has today, 23 November 2022, been approved and registered by the Danish Financial Supervisory Authority and will be made available at the Danish Financial Supervisory Authority’s website (https://oam.finanstilsynet.dk), which is their database for company announcements. The prospectus is also available on the websites of the company (www.audientes.com), Sedermera Corporate Finance AB (www.sedermera.se) and Spotlight Stock Market (www.spotlightstockmarket.com).

 

A summary teaser will be published on the websites of the company and Sedermera Corporate Finance AB at the latest in connection with the start of the subscription period. Subscription forms will be made available on the above-mentioned websites in connection with the start of the subscription period.

 

Timetable for the Rights Issue

• Last day of trading in shares including the right to receive unit rights: 24 November 2022
• First day of trading in shares excluding the right to receive unit rights: 25 November 2022
• Record date for participation in the Rights Issue: 28 November 2022
• Trading in unit rights: 1-13 December 2022
• Subscription period: 1-15 December 2022
• Publication of the final outcome of the Rights Issue: around 20 December 2022
• Trading in BTU: From 1 December 2022, until the Rights Issue has been registered with the Danish Companies Registration Office. The last day of trading in BTU will be announced through a separate press release.

 

 

The Rights Issue in brief

• Subscription price: DKK 1.50 per unit, corresponding to DKK 0.75 per share.
• Issue volume: The offer comprises a maximum of 9,349,010 units, consisting of 18,698,020 shares and 9,349,010 warrants of series TO 1 that are issues free of charge. The company can initially be provided proceeds of approximately DKK 14 million before deduction of transaction related costs. Through the exercise of warrants of series TO 1 in March/April 2023, the company can be provided an additional maximum amount of approximately DKK 10.3 million before transaction related costs.
• Pre-emptive right for subscription: For each share held on the record date of 28 November 2022, one (1) unit right will be received. One (1) unit right entitle the holder to subscribe for one (1) unit. Each unit (1) consists of two (2) new shares and one (1) new warrant of series TO 1.
• Subscription and payment: Subscription with the support of unit rights will take place during the subscription period in accordance with “Terms and conditions of the Offering” in the prospectus. Please note that the unit rights that the shareholder does not intend to use must be sold no later 13 December 2022, to not expire without value.
• Number of shares before the Rights Issue: 9,349,010.
• Dilution: For the existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect of a maximum of approximately 67 percent of the votes and capital through the initial part of the Right Issue. Upon full exercise of the warrants of series TO 1, the dilution amounts to an additional approximately 25 percent of the votes and capital.
• Pre-subscription and guarantee commitments: Approx. 45.2 percent of the initial part of the Rights Issue is covered by subscription commitments and so called “top down” and “bottom up” guarantee commitments. 
• Marketplace: Spotlight Stock Market.

 

Summary of terms for warrants of series TO 1

The exercise price in the following warrant exercise of series TO 1 shall amount to seventy (70) percent of the average volume-weighted price for the share according to Spotlight Stock Market’s official price statistics during a period of ten (10) trading days ending two (2) banking days before the exercise period begins. Audientes will at latest publish the exercise price the day before the first day of the exercise period. The exercise price shall be rounded to the nearest whole Danish øre. The exercise price may not exceed DKK 1.10 per new share and shall not be less than the share’s quota value of DKK 0.10 per new share. One (1) warrant of series TO 1 gives the right to subscribe for one (1) new share in Audientes. Warrants of series TO 1 have an exercise period starting from the 27 March 2023 until and including the 13 April 2023. Warrants of series TO 1 are intended to be admitted to trading on Spotlight Stock Market after final registration with the Danish Companies Registration Office. Last day of trading in warrants of series TO 1 is estimated to 11 April 2023.

 

Advisors

Sedermera Corporate Finance AB is the financial advisor and Markets & Corporate Law Nordic AB is the legal advisor to Audientes in connection with the Rights Issue. Shark Communication AB is communications advisor and Danske Bank is the issuing agent and settlement agent.

 

For more information about the Rights Issue, please contact:

 

Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
Email: [email protected]
www.sedermera.se

 

For further information about Audientes, please contact:

 

Steen Thygesen, CEO, Audientes A/S

Phone: +45 53 17 26 10

Email: [email protected]

 

Povl-André Bang Bendz, Chairman of the Board, Audientes A/S

Phone: +45 77 34 16 80

Email: [email protected]  

 

 

About Audientes A/S

Audientes A/S is a Danish hearing health company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market, online and in retail, and will be introduced to the US over-the-counter market and other markets in the coming years. Companion by Audientes is an advanced hearable consumer electronic product that will be launched in Europe and USA in Q4 2022 with commercial availability in early 2023.

 

Audientes’ mission is to help the approximately 500 million people globally suffering from disabling hearing loss who either cannot afford to buy one of the very expensive hearing aids on the market, or who do not currently have access to a solution to their hearing loss.

 

Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.

 

For additional information please refer to the company’s website, https://audientes.com.