CLS publishes prospectus in connection with forthcoming rights issue

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The Board of Directors of Clinical Laserthermia Systems AB AB (publ) ("CLS" or the “Company”) announced on 30 May 2024 its resolution on a preferential rights issue of of shares and warrants ("Units") of initially approximately SEK 59 million  (the "Rights Issue"). A prospectus, which has been prepared in connection with the Rights Issue, has today on 10 Juni 2024 been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") and is available on the Company's website. The subscription period in the Rights Issue commences on Wednesday 12 June 2024.

Publication of the prospectus

Complete information about the Rights Issue is disclosed in the prospectus that has been prepared by the Board of Directors of the Company and which today has been approved by the SFSA. The prospectus is available on the Company's website (www.clinicallaser.se), Redeye's website (www.redeye.se) and on Nordic Issuing’s website (www.nordic-issuing.se). The prospectus will also be available on the SFSA's web page (https://fi.se/sv/vara-register/prospektregistret/). The prospectus has only been prepared in Swedish.

 

The prospectus has been prepared as an EU-Growth prospectus in accordance with article 15 in the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of CLS or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Rights Issue.

 

Subscription period and subscription

The subscription period in the Rights Issue commences on Wednesday, 12 June 2024. Application forms will be available on the Company's, Redeye's and Nordic Issuing’s web page respectively.

 

Guarantee undertakings

The Company has received guarantee commitments from external investors of SEK 38 million, corresponding to 65 per cent of the Rights Issue.

 

Time plan for the Rights Issue

12 – 20 June 2024	Trading in Unit rights
12 June – 26 June 2024	Subscription period
12 June 2024 – Until the Rights Issue has been registered with the Swedish Company Registration Office (sw. Bolagsverket)	Trading in paid subscription Units (Sw. BTU)
28 June 2024	Expected day of publishing the outcome of the Rights Issue
4 July	Expected settlement date for subscription without preferential rights

 

Investor meetings

The Company will present at the Redeye Investor Forum Transaction event on 13 June 13 2024. Information about the event will be available on Redeye's website. Additional investor meetings may be organized during the subscription period. Invitation to these will be presented on the CLS website.

 

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.

 

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.