CLS announces outcome of rights issue
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The subscription period in Clinical Laserthermia Systems AB AB (publ) ("CLS"or the "Company") rights issue of B-shares and warrants (“Units”) (the “Rights Issue”) ended on 26 June 2024. The outcome in the Rights Issue shows that 4,758,655 Units, corresponding to approximately 51 percent of the Rights Issue, have been subscribed for by the exercise of unit rights (including subscription undertakings of approximately 2,5 percent). Additionally, 455,225 Units were subscribed for without unit rights, corresponding to approximately 5 percent of the Rights Issue. 866,120 Units, corresponding to approximately 9 percent of the Rights Issue, were subscribed for by the parties who entered into guarantee commitments. Through the Rights Issue, CLS will receive proceeds amounting to SEK 38 million before deduction of costs attributable to the Rights Issue.
Final outcome of the Rights Issue
The Rights Issue comprised of a maximum of 9,422,048 Units. Each Unit consisted of one (1) new B-share and one (1) warrant in CLS. 4,758,655 Units, corresponding to approximately 51 percent of the Rights issue, were subscribed for by exercise of unit rights (including subscription undertakings of approximately 2,5 percent). A total of 455,225 Units, corresponding to approximately 5 percent of the Rights Issue, were subscribed for without the exercise of unit rights. Thus, 5,213,880 Units, corresponding to approximately 55 percent of Rights Issue, were subscribed for with and without the exercise of unit rights. 866,120 Units, corresponding to approximately 9 percent of the Rights Issue, were subscribed for by the parties who entered into guarantee commitments.
Notification regarding allocation
Allocation of Units has been made in accordance with the allocation principles described in the prospectus that was published in connection with the Rights Issue. Notification regarding allocation of Units subscribed for without unit rights will be made by post of a contract note to each subscriber. Allocated Units subscribed for without unit rights shall be paid for in accordance with the instructions in the contract note.
Trading in BTU
Trading in BTU (Sw: betald tecknad Unit) is currently taking place at Nasdaq First North Growth Market and will end when the Rights Issue has been registered by the Swedish Companies Registration Office. BTU's will then be converted to B-shares and warrants.
Changes in number of shares and share capital
Through the Rights Issue, the total number of shares in CLS increases by 6,080,000 shares, from 7,851,707 shares to 13,931,707 shares, and the share capital increases by approximately SEK 14,042,247.51, from approximately SEK 18,134,146.88 to approximately SEK 32,176,394.39.
Through the Rights Issue, a total of 6,080,000 warrants will be issued. If all these warrants are utilized for subscription of shares, the total number of shares in CLS will increase by 6,080,000 shares and the share capital will increase by approximately SEK 14,042,247.51.
Warrants of series TO 7
One (1) warrant will entitle the holder to subscribe for one (1) new B-share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company’s B-share on Nasdaq First North Growth Market during a period of ten (10) trading days before, and including, 7 November 2024, however not lower than the share’s quota value of SEK 2.31 and not higher than SEK 9. The exercise period will run between 11 and 22 November 2024. Full terms and conditions for the warrants are available on CLS website, www.clinicallaser.se.
Advisers
Redeye AB is acting as financial adviser and Markets & Corporate Law Nordic AB is acting as legal adviser to CLS in connection with the Rights Issue. Nordic Issuing AB AB is acting as issuing agent.
For more information, please contact
Dan J Mogren, CEO Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: [email protected]
About CLS
Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG®|Thermal Therapy System and ClearPoint Prism Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold directly or through partners for image-guided laser ablation and are used in studies for treatment with imILT®, the company's interstitial laser thermotherapy for immune stimulating ablation with potential abscopal treatment effect. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.
Mer information om CLS finns på företagets webbplats: www.clinicallaser.se
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in CLS in any jurisdiction, neither from CLS nor from someone else. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth Prospectus regarding the Rights Issue described in this press release will be prepared and published by the Company on the Company's web page after the prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority ("SFSA") (Sw. Finansinspektionen). The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Redeye is acting for CLS in connection with the Rights Issue and no one else and will not be responsible to anyone other than CLS for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportUnities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market rule book for issuers.
Disclosure to investors pursuant to the act (2023:560) on the Screening of Foreign Direct Investments
The Act (2023:560) on the Screening of Foreign Direct Investments ("FDI Act") applies to the company's operations. In the event that the subscription of new units or subscription of shares under warrants would result in an investor, after the investment, directly or indirectly, holding votes representing or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the company, the investor is required to notify their investment to the Inspectorate for Strategic Products in accordance with the FDI Act
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in CLS have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in CLS may decline and investors could lose all or part of their investment; the shares in CLS offer no guaranteed income and no capital protection; and an investment in the shares in CLS is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in CLS.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in CLS and determining appropriate distribution channels.
