DanCann Pharma A/S announces outcome of the Rights Issue
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COPENHAGEN, Denmark, 17 November 2022 - DanCann Pharma A/S (SS: DANCAN) ("DanCann Pharma" or the "Company"), a Danish company powered by cannabinoids, hereby announces the outcome of the rights issue of units, consisting of shares and warrants of series TO 2, which was announced by press release on 21 October 2022 (the "Rights Issue"). The Rights Issue has been subscribed for a total of approximately 77 percent, of which approximately 45 percent was subscribed for with the support of unit rights and approximately 9,1 percent was subscribed for without the support of unit rights. Approximately 22,9 percent was subscribed by underwriters. Through the Rights Issue, DanCann Pharma receives approximately DKK 22 million before deduction of issue costs. The proceeds from the Rights Issue will primarily be used to secure financing of, among others, the approval of the Company's GMP facility, to get new products on the market and repayment of loans.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 11 November 2022. In total, 3,654,635 units were subscribed for with and without support of unit rights, corresponding to approximately 54.1 percent of the Rights Issue. 2,134,089 units were subscribed for with unit rights, corresponding to approximately 45 percent, whereas 433 400 units were subscribed for without unit rights, corresponding to approximately 9,1 percent of the Rights Issue. 1,087,146 units were subscribed for by underwriters, corresponding to approximately 22.9 percent of the Rights Issue.
Each unit in the Rights Issue consists of ten (10) new shares and six (6) warrant of series TO 2. In total, 3,654,635 units were subscribed for, resulting in a total issue of 36,546,350 shares and 21,927 810 warrants of series TO 2. Through the Rights Issue, the Company receives approximately DKK 22 million before deduction of issue costs, which amount to approximately DKK 5 million.
Notice of allotment and delivery
Allotment of units subscribed for without unit rights has been carried out in accordance with the principles set out in the prospectus that was published on 21 October 2022. Notification of the allotment of units subscribed for without unit rights, will be sent via a separate settlement note. Nominee shareholders receive notification of allotment in accordance with the respective nominee's routines.
Trading with so-called paid subscribed units (BTU) takes place on Spotlight Stock Market until the conversion of BTU into shares and warrants, which takes place after the Rights Issue have been registered at the Danish Companies Registration Office. Registration at the Danish Companies Registration Office is expected to take place during week 47, 2022.
Changes in share capital and number of shares
Through the Rights Issue, the number of shares in DanCann Pharma increases by 36,546,350 shares, from 28,468,289 shares to 65,014,639 shares, and the share capital increases by approximately DKK 1,370,488.125 from approximately DKK 1,067,560.8375 to approximately DKK 2,438,048.9625, corresponding to a dilution effect of approximately 56.2 percent. If all warrants are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase by an additional 21,927,810 shares, from 65,014,639 shares to 86,942 449 shares, and the share capital will increase by an additional approximately DKK 822,292.875 from approximately DKK 2,438,048.9625 to approximately DKK 3,260,341.8375 corresponding to an additional dilution of approximately 25.2 percent.
Underwriting commitments
Prior to the Rights Issue, the Company had entered into agreements on guaranteed commitments in the form of so-called bottom and top guarantees. Through the bottom guarantee, it is ensured, provided that the subscription takes place at least corresponding to the subscription obligations, that the Rights Issue is subscribed and paid up to approximately 70 percent of the Rights Issue. Through the top guarantee, it is ensured that the Company receives issue proceeds of additional DKK 2.0 million, corresponding to 7 percent of the Rights issue. Compensation for the now mentioned underwriting commitments amounts to twelve (12) percent of the guaranteed amount in cash compensation for the so-called bottom guarantee, and fifteen (15) percent of the guaranteed amount in cash compensation for the so-called top guarantee
Warrants of series TO 2
Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from and including 16 May 2023 up until and including 31 May 2023 at a subscription price corresponding to 70 percent of the volume-weighted average price (VWAP) of the Company’s share during the period from and including 27 April 2023 up until and including 11 May 2023, but not less than the nominal value (quota value) and not more than DKK 1.20 per share. Upon full exercise of all warrants, the Company will receive a maximum additional amount of approximately DKK 0.8 – 26.3 million prior to issue costs.
The complete terms and conditions for warrants of series TO 2 are available on the Company’s website, www.dancann.com.
Advisors
In conjunction with the Rights Issue, the Company has engaged Corpura Fondkommission AB, www.corpura.se, as Financial Advisor and sole bookrunner. Andersen Partners Advokatpertnerselskab and MAQS Advokatbyrå act as legal advisors to the Company. Nordic Issuing acts as issuing agent.
For additional information about the Rights Issue, please contact:
Corpura Fondkommission AB
E-mail: [email protected]
About DanCann Pharma A/S
DanCann Pharma A/S (SS: DANCAN) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids. DanCann Pharma is a vertically integrated, licensed production and distribution Company based in Denmark. The Company focuses on discovering, developing, manufacturing, and commercializing new therapeutic cannabinoids in a wide range of disease areas.
DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen.
For more information, visit: www.dancann.com
For further information, please contact:
Jeppe Krog Rasmussen, CEO
E-mail: [email protected]
Website: www.dancann.com
This information is such information that DanCann Pharma A/S is obligated to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted, through the agency of the contact person above, for publication on 17 November 2022. Above responsible person can also be contacted for further information.
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 DanCann Pharma in any jurisdiction, neither from DanCann Pharma nor from someone else.
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. Corpura Fondkommission AB is acting for DanCann Pharma in connection with the Rights Issue and no one else and will not be responsible to anyone other than DanCann Pharma 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 United States, Australia, Canada, New Zealand, Russia, Belarus, Hong Kong, Japan, Singapore, South Africa, South Korea 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.
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. DanCann Pharma has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
Forward-looking statements
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
