Audientes A/S: The board of directors resolves on a rights issue of shares of approx. DKK 4.9 million in total

Company announcement no. 17-2024
14 May, 2024

 The Board of Directors of Audientes A/S (CVR.No. 36 04 76 31) has today, with the support of existing authorizations, resolved on a rights issue of shares with pre-emptive rights for existing shareholders, in which the public is also given the opportunity to participate (the “Rights Issue”). The Rights Issue can initially provide Audientes a maximum amount of approx. DKK 4.90 million before deduction of transaction related cost. Approx. 26 percent of the Rights Issue is covered by subscription commitments.

 

Background

Audientes is positioned to capitalize on a significant growth opportunity in the hearing health sector, particularly within expanding middle-income markets such as India and China, where the demand for affordable hearing solutions remains largely unmet. As projected by the WHO, the number of individuals with disabling hearing loss is expected to reach 630 million by 2030 and 900 million by 2050, driven by demographic shifts and environmental factors. Unlike traditional vendors that target high-income markets with premium products, Audientes has broadened its market reach by offering competitively priced, high-quality hearing aids since mid-2022.

 

Additionally, the Company has during the last year introduced the Companion by Audientes product aiming at addressing the needs of aging populations in developed nations, including Japan, the USA, and the EU. This strategic expansion into the consumer electronics segment positions Audientes uniquely in the market, enhancing its portfolio and reinforcing its commitment to accessible hearing health solutions available across a broad variety of sales channels.

 

Audientes recently diversified its business model in early 2024 by launching a software platform for licensing to OEMs and other brands. This initiative allows third parties to develop and sell innovative products, further extending Audientes' market influence and leveraging its software assets developed since its IPO.

 

Use of proceeds

The Rights Issue can initially provide Audientes with approx. DKK 4.9 million (if fully subscribed) before transaction related costs of approx. DKK 0.8 million.

 

The maximum net proceeds of approx. DKK 4.1 million from the initial part of the Rights Issue (after amortization of interest and loan) are intended to finance the following activities (arranged by priority):

 

• Sales, marketing, and operations of the Companion by Audientes product in Japan, China and Europe – approx. 30 percent of the issue proceeds.
• Sales, marketing, and operations of Ven and in India, Nepal, and surrounding countries – approx. 20 percent of the issue proceeds.
• New product development and certifications for RIC-style (Receiver in Canal) hearing aid product for China, India, and other regulated markets with medical device rules – approx. 20 percent of issue proceeds.
• Products already made or to be manufactured at OSM Group – approx. 10 percent of the issue proceeds.
• General and administrative costs (incl. financial compliance) – approx. 20 percent of the issue proceeds.

 

Terms for the Rights Issue

The Board of Directors of Audientes has today, with the support of existing authorizations, resolved on the Rights Issue of a maximum of 138,768,644 new shares. The Rights Issue can initially provide the Company with a maximum amount of approx. DKK 4.9 million before deduction of transaction related costs.

 

Audientes existing shareholders will receive pre-emptive rights to subscribe for New shares in relation to existing shareholdings. Those who are registered as shareholders in Audientes on the record date of 21 May 2024 will be allocated pre-emptive rights to subscribe for New shares in the Rights Issue. The subscription price in the Rights Issue is DKK 0.035 per share. For each existing share, two (2) pre-emptive subscription rights are allocated (so-called share right). One (1) pre-emptive right entitles the holder to subscribe for one (1) New share.

 

Shares must be subscribed during the subscription period starting from 22 May 2024 up to and including 4 June 2024. The public also has the possibility to subscribe for shares in the Rights Issue.

 

Last day of trading in Audientes’ shares including the right to receive share rights in the Rights Issue is May 16 2024. First day for trading in Audientes’ shares excluding the right to receive share rights is May 17 2024. Trading in subscription rights takes place from 17 May 2024 and including 31 May 2024.

 

The the Rights Issue will result in a share capital increase of a maximum of nominal DKK 1,387,686, from 693,843.22 to a maximum of DKK 2,081,530, through the issue of a maximum of 138,768,644 new shares. The number of shares in Audientes after the Rights Issue will, upon full subscription, amount to 208,152,967 shares. Existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect corresponding to approx. 67 percent of the total number of shares and votes in the Company after the Rights Issue, calculated on the number of shares in the Company after the Rights Issue, upon full subscription. Shareholders who choose not to participate in the Rights Issue have the opportunity to compensate for the financial dilution effect by selling their subscription rights no later than 31 May 2024.

 

Complete terms and conditions for the Rights Issue as well as more information about Audientes will be presented in the issuer memorandum which is expected to be published on the Company’s and Spotlight Stock Markets websites around 16 May 2024.

 

Commitments in relation to the Rights Issue

In total, approx. 26 percent of the initial part of the Rights Issue, corresponding to approx. DKK 1.3 million, is agreed upon in writing by pre-subscription commitments including Audientes CEO Steen Thygesen, Audientes founder and CTO Hossein Jelveh and other existing shareholders including Michael Ole Fehrn, Johan Jacob Trap Friis, Per Lindström, and Shenzhen Hengtong Partner Company Ltd. Existing providers of the Company’s convertible loans have also undertaken pre-subscription commitments (Gerhard Dal, Selandia Alpha Invest A/S and Renewable Ventures Nordic AB).  

 

Audientes will continue to evaluate and take advantage of potential investment interest from professional investors in connection with the Rights Issue during the course of the capital raising.

 

Indicative timetable for the Rights Issue

• Board decision and company announcement of the planned rights issue: 14 May 2024
• Issuer memorandum published via Cision (as a company announcement) on Audientes and Spotlights website: 16 May 2024.
• Record date for participation in the Rights Issue: 21 May 2024.
• Last day of trading in shares including the right to receive subscription rights: 16 May 2024.
• First day of trading in shares excluding the right to receive subscription rights: 17 May 2024.
• Trading in subscription rights: 17 May 2024 – 31 May 2024 (the last day of trading in subscription rights will be announced through a separate press release).
• Subscription period: 22 May 2024 – 4 June 2024
• Publication of the final outcome of the Rights Issue: around 10 June 2024

 

For more information about the Rights Issue, please contact:

 

Bjørn Wennerlund, Villand Capital

Phone: +45 60 13 77 86 or +46 730 - 93 96 30

Email: [email protected]

 

Steen Thygesen, CEO, Audientes A/S

Phone: +45 53 17 26 10

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 and Nepalese markets and will be introduced in other markets in the coming years. Companion by Audientes is an advanced hearable, a consumer electronics product, that is commercially available in Europe and later in 2024 in Japan, China, and other markets.

 

Audientes’ mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally. Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan.

 

For additional information please refer to the company’s websites, www.audientes.com, www.audientes.eu, or www.audientes.in.

 

This disclosure contains information that Audientes is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 14-05-2024 10:25 CET.