Chromogenics evaluates the conditions for carrying out a directed issue of shares

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CHROMOGENICS EVALUATES THE CONDITIONS FOR CARRYING OUT A DIRECTED ISSUE OF SHARES

The Board of Directors of ChromoGenics AB (publ) ("ChromoGenics" or the "Company") has decided to investigate the conditions for carrying out a directed issue of shares of approximately SEK 15 million through an accelerated bookbuilding procedure (the "Directed Issue"). ChromoGenics has engaged Vator Securities as Sole Bookrunner in connection with the Directed Issue. The purpose of the Directed Issue is mainly to strengthen the sales organisation, intensify partnership dialogues and finance the Company's working capital. In connection with the Directed Issue, ChromoGenics also intends to investigate the conditions for raising loans of approximately SEK 5 million in order to secure the Company's liquidity needs. The Directed Issue is expected to be subject to approval by an extraordinary general meeting.

The Directed Issue

The Directed Issue is intended to be carried out with deviation from the shareholders' preferential rights and is expected to be subject to approval by an extraordinary general meeting. The subscription price and the number of newly issued shares in the Directed Issue will be determined through an accelerated bookbuilding procedure which will commence immediately after the publication of this press release and be carried out by Vator Securities. The completion of the accelerated bookbuilding procedure and pricing is expected to take place prior to the commencement of trading on Nasdaq First North Growth Market at 09.00 CET on 6 March 2024. The timing of the final expression of interest and pricing in the bookbuilding procedure will be determined by the Company and the Company may at any time shorten, extend or cancel and refrain from carrying out the Directed Issue in whole or in part. The Company will announce the outcome of the Directed Issue through a press release after the bookbuilding procedure has been finalised.

Prior to the Directed Issue, the Board of Directors has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more favourable for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the Company would not be able to meet its capital needs. A rights issue would also expose the Company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and high guarantee payments to underwriters. In light of this, since the Directed Issue (i) meets the capital needs to strengthen the sales organisation, intensify partnership dialogues and finance the Company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that clearly and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be carried out with preferential rights for the shareholders. The Board of Directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the Company's and all shareholders' interest and thus the most appropriate alternative. Since the subscription price in the Directed Issue is determined through an accelerated bookbuilding procedure, it is the board of directors' assessment that the marketability of the subscription price is ensured.

In order to facilitate the Company to achieve the required subscription in the Directed Issue under the bookbuilding procedure, a number of existing shareholders, who together own approximately 47 per cent of the shares and votes in the Company, have declared their intention to support the new issue.

Loan financing

In connection with the Directed Issue, ChromoGenics also intends to investigate the conditions for raising loans of approximately SEK 5 million in order to secure the Company's liquidity needs.

Advisor

Vator Securities is Sole Bookrunner and issuing agent and Advokatfirman Schjødt is legal advisor to ChromoGenics in connection with the Directed Issue.

For questions on the Directed Issue, please contact Vator Securities:

[email protected]
+46 8 5800 6589

For more information, please contact:

Fredrik Fränding, CEO
Tel: +46(0) 18 430 0430
Email: [email protected]

About this information

This information is information that ChromoGenics AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 17.31 CET on 5 March 2024.

About ChromoGenics

ChromoGenics is a proptech company that produces smart dynamic glass, improving indoor environment and well-being while reducing energy consumption, operational costs, and climate impact in real estate. The product, ConverLight® dynamic glass, is based on a unique patented technology from the Ångström Laboratory in Uppsala, where electrochromic coatings are sputtered onto plastic films. The result is a dynamic foil that can be laminated into glass, providing effective sun protection in buildings and reducing environmental impact in production, transportation, and usage. The dynamic foil is easy to transport and can be applied by local partners in the glass industry, avoiding the need for long-distance shipments of bulky glass. All products from ChromoGenics prioritize environmental and health aspects, focusing on eco-friendly materials, reduced energy consumption, increased access to daylight and views, and improved indoor comfort.

ChromoGenics' production facility in Uppsala has been partly financed through conditional loans from the Swedish Energy Agency. ChromoGenics' stock (CHRO) is listed on the Nasdaq First North Growth Market, with Vator Securities serving as the Certified Adviser.

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in ChromoGenics in any jurisdiction, either from ChromoGenics or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (“the Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to "qualified investors" in that Member State as defined in the Prospectus Regulation.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.