Audientes A/S: The subscription period of the rights issue of shares begins today

Company announcement no. 19-2024
May 22, 2024

Today, May 22, 2024, is the first day of the subscription period in Audientes A/S (CVR. No. 36 04 76 31) pre-emptive rights issue of shares (the “Rights Issue”). The public is also invited to subscribe for shares in the Rights Issue. The subscription period runs until, and including, June 4, 2024. All information relating to the Rights Issue, including the Issuer Memorandum, an investment brochure, and subscription forms, are available on Audientes’ website www.audientes.com.

 

Timetable for the Rights Issue

 

• 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).
• Record date for participation in the Rights Issue: 21 May 2024.
• Subscription period: 22 May 2024 – 4 June 2024
• Publication of the final outcome of the Rights Issue: around 10 June 2024

 

The Rights Issue in brief

On 14 May 2024 Audientes announced that the Board of Directors had resolved on an issue of shares with pre-emptive rights for existing shareholders. The decision was taken pursuant to existing authorizations in the Company’s articles of association.

 

The Rights Issue can provide Audientes with approx. DKK 4.9 million before deduction of transaction related costs. Approx. 26 percent of the Rights Issue is covered by pre-subscription commitments.

 

An overview brochure for investors has also been published on the website of the Company in connection with the start of the subscription period. Subscription forms for manual subscription of remaining shares will be also made available on the website coinciding with the start of the subscription period.

 

For complete information, please refer to the Issuer Memorandum relating to the Rights Issue. The Issuer Memorandum, including complete terms and conditions, and the overview brochure and subscription forms are available on Audientes’ website (www.audientes.com).  The Issuer Memorandum is also available on the website of Spotlight Stock Market (www.spotlightstockmarket.com).

 

Summary of the Offer

The Company’s nominal share capital will increase by a maximum of DKK 1,387,686 and a maximum of 138,768,644 new shares, each with a nominal value of DKK 0.01.

 

The Rights Issue is conducted with pre-emptive share rights (“Subscription Rights”) for existing shareholders.

 

The Rights Issue can provide Audientes with approx. DKK 4.9 million before deduction of transaction related costs. The net proceeds from the Rights Issue amount to an estimated maximum of approximately DKK 4.1 million assuming that the Rights Issue is fully subscribed.

 

Subscription price

The New Shares are offered at the subscription price of DKK 0.035 per new share (excluding fees, if any, from the investor's own custodian bank or brokers).

 

Subscription period

The subscription period of the Rights Issue will commence on 22 May 2024 at 9:00 a.m. CEST (Central European Summer Time = local Danish time) and will close on 4 June 2024 at 5:00 p.m. CEST (the “Subscription Period”)

 

Subscription amount

Shares are subscribed pro rata, or for as many as Existing shareholders wishes to subscribe. Existing shareholders have the right to subscribe for more than their pro rata right if not subscribed in full by the current shareholders and the general public can subscribe for shares that are not subscribed by the existing shareholders.

 

Allocation of Subscription Rights

Each shareholder (as per the Record Date of 21 May 2024) will for every 1 (one) share receive 2 (two) Subscription Rights. 1 (one) Subscription Right give the holder the right to subscribe for 1 (one) New Share (a ratio of 2:1).

 

Subscription and payment

Subscription with the support of subscription rights will take place during the subscription period in accordance with the “Terms and conditions” section in the Memorandum. Please note that the subscription rights that the shareholder does not intend to use must be sold no later 31 May 2024, to not expire without value.

 

Pre-subscription- and guarantee commitments

Approximately 26 percent of the Rights Issue, corresponding to approximately DKK 1.3 million, is covered by pre-subscription commitments.

 

Dilution

As at the Memorandum Date, the Company's registered share capital had a nominal value of DKK 693,843.22 divided into 69,384,322 Existing Shares with a nominal value of DKK 0.01. All Existing Shares are issued and fully paid up, and each Existing Share represents 1 vote. Upon issue of the New Shares, the percentage of ownership of the Existing Shareholders may be reduced. If the Existing Shareholders refrain from exercising Subscription Rights allocated to them in connection with the Offering, each Existing Shareholder's ownership will be diluted by approx. 67 percent. If the Existing Shareholders elect to partly exercise the Subscription Rights allocated to them, the rate of dilution will be between 0 to 67 percent depending on the exercise. If the Existing Shareholders exercise their Subscription Rights in full, they will not be diluted.

 

Investor presentations

 

• Audientes’ Q1 Reporting and Rights Issue (in Danish)
  Webinar on May 23, 2024, at 15:30 (CEST) in Danish with HC Andersen Capital. Register via this link.
• Audientes’ Rights Issue Explained (in English)
  Webinar on May 28, 2024, at 15:30 (CEST) with HC Andersen Capital. Register via this link.
• Presentation at an Investor Target live event in Stockholm
  Audientes CEO Steen Thygesen participates at the Investor Targets’ company presentation event in Stockholm on May 29, 2024, at 17:30 (CEST). Due to limitation in available seats, please contact the organizer on email to [email protected] and await a confirmation of your participation.
• Audientes presents at Investor Targets “Invest Live” digital broadcast
  Audientes presents on May 30, 2024, at 12:20 (CEST) at Investor Targets Invest Live, a digital broadcast. Join on YouTube here on the day.

 

 

Advisors

Villand Capital is the financial advisor to Audientes in connection with the Rights Issue.

 

Danske Bank is the issuing agent and settlement agent.

 

 

For more information, 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.