Calmark Sweden AB publishes outcome of rights issue
The subscription period in Calmark Sweden AB ("Calmark" or the "Company") rights issue of units ended on the 10 November 2023. The rights issue was subscribed to a total of approximately 40.6 percent, including pre-subscription commitments, meaning that guarantee commitments of a total of approximately 19.4 percent were activated to achieve a total subscription rate of 60 percent. Calmark will thus be provided proceeds of approximately SEK 8.56 million before deduction of transaction related costs.
Anna Söderlund, CEO of Calmark, comments
”With the capital from the issue we can focus on identifying potential partners and continue our sales. I want to thank all subscribers for the trust that has been shown through this capitalization”.
Subscription, allocation and payment
The rights issue was subscribed to approximately SEK 5.8 million including pre-subscription commitments of approximately SEK 1.85 million, which corresponds to a subscription rate of approximately 40.6 percent. In addition, guarantee commitments of approximately SEK 2.76 million in total have been activated, corresponding to approximately 19.4 percent of the rights issue. The total subscription rate (including guarantee commitments) thus ended at 60 percent, meaning that Calmark is provided approximately SEK 8.56 million before transaction related costs of approximately SEK 2.1 million (of which approximately SEK 0.7 million relates to compensation to guarantors, provided that all guarantors wish to be compensated in cash.).
A total of 16,768,706 units were subscribed for with the support of pre-emptive unit rights, including pre-subscription commitments. In total, 11,759,962 units were subscribed without the support of pre-emptive unit rights, including activated guarantee commitments. Through the rights issue, 57,057,336 new B-shares and 28,528,668 warrants of series TO 4 B will be issued. The subscribers who are allocated units without preferential rights will receive settlement notes, which are planned to be sent out today. Allotted units without pre-emptive right shall be paid in accordance with the instructions on the settlement note.
Compensation for guarantee commitments
For the bottom guarantee commitment (up to 50 percent), a guarantee compensation of 10 percent is paid in cash, alternatively 21 percent in the form of newly issued units. For the guarantee commitment at the level of 50 to 60 percent, a cash guarantee compensation of 14 percent or 25 percent is paid in the form of newly issued units.
Number of shares and share capital
When the rights issue has been registered with the Swedish Companies Registration Office, the total number of shares will have increased by 57,057,336 B-shares, from 47,547,800 shares to 104,605,136 shares (of which 419,400 A-shares), the Company’s share capital will, upon registration, have increased by SEK 5,705,733.60, from SEK 4,754,780.00 to SEK 10,460,513.60. In addition, there will be 28,528,668 outstanding warrants of series TO 4 B. The shareholders who have not participated in the rights issue will be subject to a dilution effect corresponding to approximately 52.7 percent of the votes and approximately 54.6 percent of the capital.
Trading in BTU
Trading in BTU’s will take place on Spotlight Stock Market until the rights issue has been registered with the Swedish Companies Registration Office. The registration is expected to take place around the 23rd of November 2023.
Terms for warrants of series TO 4 B
One (1) TO 4 B gives the holder the right to subscribe for one (1) new B-share in Calmark during the period from and including March 7, 2024, to and including March 21, 2024. The subscription price for TO 4 B will amount to seventy (70) percent of the volume-weighted average price of the share according to the official price statistics of the Spotlight Stock Market during a period of twenty (20) trading days ending two (2) banking days before the beginning of the exercise period and the subscription price will be determined within the range where the quota value at the current time is the lowest price per new B-share and SEK 0.15 per new B-share is the highest price in the range. The subscription price must be rounded to the nearest whole öre. The Company will announce the subscription price the day before the first day of the exercise period. Upon full utilization of TO 4 B issued thereby at the highest subscription price, the Company may receive a maximum of approximately SEK 4.3 million before transaction costs, which are estimated to amount to approximately SEK 0.5 million.
Through TO 4 B, the share capital can increase by a maximum of SEK 2,852,866.80. Provided that the TO 4 B is fully exercised, TO 4 B will result in a dilution of approximately 20.8 percent of the votes and approximately 21.4 percent of the capital. TO 4 B is planned to be admitted to trading on the Spotlight Stock Market as soon as possible after final registration of the Rights Issue with the Swedish Companies Registration Office. The last day of trading in TO 4 B is expected to be March 19, 2024.
Flagging
Through the rights issue, Gainbridge Novus Nordic has passed the flagging limit of 5 percent. Gainbridge Novus Nordic subscribed (through pre-subscription commitment and through activated guarantee commitment) a total of 8,044,286 B-shares and after the issue owns 10,381,859 B-shares. The new total ownership corresponds to approximately 9.9 percent of the capital and 9.5 percent of votes in the Company. Before the issue, Gainbridge Novus Nordic had an ownership of approximately 4.9 percent of the capital and approximately 4.6 percent of the votes in the Company.
In addition, Lars Wingefors AB and Johnny Olsson have passed the flagging limit to under 10 percent and under 5 percent, respectively. Lars Wingefors AB goes from an ownership of about 17.9 percent of the capital and 18.9 percent of the votes to an ownership of approximately 8.1 percent of the capital and approximately 8.9 percent of the votes at the same time as Johnny Olsson goes from an ownership of approximately 5.4 percent of the capital and approximately 5.9 percent of the votes to an ownership of approximately 2.4 percent of the capital and approximately 2.8 percent of the votes in the Company.
Advisors
In connection with the Rights Issue, Calmark has engaged Sedermera Corporate Finance AB as financial advisor, MAQS Advokatbyrå as legal advisor and Nordic Issuing AB as issuing agent.
For more information about the rights issue, please contact:
Sedermera Corporate Finance AB
Tel: +46 (0)40 615 14 10
E-mail: [email protected]
www.sedermera.se
Important information
This press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants, subscription rights, BTU or other securities in Calmark Sweden AB and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus which was made public in May 2023. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release may not be made public, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, warrants, subscription rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such person or where such action would require an additional prospectus, registration or other measures than according to Swedish law. The prospectus, notification form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires actions as specified in the previous sentence or where they would be contrary to regulations in such country. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
No shares, warrants, warrants, BTUs or other securities have been or will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed , is exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or through a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual outcomes may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight's regulations.
This disclosure contains information that Calmark Sweden AB 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 13-11-2023 20:18 CET.
