ExpreS2ion announces final outcome of its rights issue
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INSIDE INFORMATION: Hørsholm, Denmark, 14 April 2023 – ExpreS2ion Biotech Holding AB (publ) ("ExpreS2ion" or the "Company") has completed the issue of a maximum of 20,892,660 units, consisting of shares and warrants of series TO 8 ("Units"), with preferential rights for the Company's existing shareholders (the "Rights Issue"). The subscription price in the Rights Issue was SEK 4.90, corresponding to a subscription price of SEK 4.90 per share. ExpreS2ion today announces the final outcome of the Rights Issue. In total, 9,824,575 Units were subscribed for with the support of unit rights, representing approximately 47.0 percent of the Rights Issue, and 1,290,823 Units were subscribed for without the support of unit rights, representing approximately 6.2 percent of the Rights Issue. No issue guarantees will thus need to be used. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 54.5 million before deduction of costs. If all warrants of series TO 8 issued in the Rights Issue are exercised for the subscription of shares at an exercise price corresponding to the subscription price in the Rights Issue, the Company will receive additional proceeds of approximately SEK 54.5 million before deduction of issue costs.
Bent U. Frandsen, CEO of ExpreS2ion says:
“Thanks to the support of our investors, we are pleased to announce the outcome of the rights issue. With the funds raised and the connected TO 8 warrant subscription in September 2023, we are now targeting a filing of the clinical trial application for the HER2 breast cancer vaccine in the beginning of 2024, a critical milestone in advancing our research and development efforts. In addition, we will invest in internal technological development, including those related to our cytomegalovirus and mucosal influenza vaccine projects, and actively seek out new, promising candidates for our pipeline. We appreciate the trust our investors have placed in us and remain dedicated to delivering results that meet or exceed expectations.”
The subscription period in the Rights Issue ran from 29 March 2023 to 12 April 2023. The final outcome of the Rights Issue shows that 9,824,575 Units were subscribed for by exercise of unit rights, which corresponds to approximately 47.0 percent of the Rights Issue. In addition, the Company has received applications to subscribe for 1,290,823 Units without exercise of unit rights, which corresponds to approximately 6.2 percent of the Rights Issue. Thus, a total of 11,115,398 Units have been subscribed for in the Rights Issue, which corresponds to approximately 53.2 percent. No issue guarantees will thus need to be used. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 54.5 million before deduction of costs. If all warrants of series TO 8 issued in the Rights Issue are exercised for the subscription of shares at an exercise price corresponding to the subscription price in the Rights Issue, the Company will receive additional proceeds of approximately SEK 54.5 million before deduction of issue costs.
Notice of allotment
Those who have subscribed for Units without exercise of unit rights will be allotted Units in accordance with the principles for allotment set out in the prospectus which has been prepared for purposes of the Rights Issue. Notice of potential allotment of Units subscribed for without exercise of unit rights will be provided through the distribution of a settlement note. Payment shall be made no later than three (3) banking days following issuance of the settlement note. Those who have not been allotted Units will not receive any notification. If payment is not made at the right time, the Units may be transferred to another party. Those who subscribe for Units without preferential rights through its nominee will receive notice of allotment in accordance with the nominee's procedures.
Change of share capital and number of shares as well as dilution
Through the Rights Issue, the number of shares in ExpreS2ion will increase by a maximum of 11,115,398 shares, from 37,606,796 shares to 48,722,194 shares and the share capital will increase by a maximum of SEK 1,235,044.224463, from SEK 4,178,532.896470 to SEK 5,413,577.120933. This means that existing shareholders who have chosen not to participate in the Rights Issue will experience a dilution corresponding to approximately 22.8 percent of the total number of shares and votes in the Company following the Rights Issue.
If all warrants of series TO 8 are fully exercised, the Company's share capital will increase by an additional SEK 1,235,044.224463 to a total of SEK 6,648,621.345396. The number of shares in the Company will increase by an additional 11,115,398 shares to a total of 59,837,592. This entails an additional dilution effect of approximately 18.6 percent and a total dilution effect of approximately 37.2 percent.
Trading in BTU
Trading in paid subscribed Units ("BTU") on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the Rights Issue and BTU is converted to shares and warrants of series TO 8, which is expected to occur around week 18 2023.
Trading in new shares and warrants
The new shares will be admitted for trading in connection with the conversion of BTU to shares and warrants of series TO 8 taking place, which is expected to occur around week 18 2023.
The warrants of series TO 8, with short name EXPRS2 TO8 and ISIN code SE0019925025, are intended to be admitted to trading on Nasdaq First North Growth Market in connection with the conversion of BTU to shares and warrants of series TO 8 taking place, given that the conditions for admission to trading are fulfilled.
Lock-up undertakings
In connection with the Rights Issue, all members of the Company's Board of Directors and management with shareholdings in ExpreS2ion have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or otherwise transfer financial instruments (does not include financial instruments subscribed within the scope of the Rights Issue or thereafter) without first, in each separate case, ascertain a written approval from Vator Securities AB. The lock-up period lasts for a period of 90 days following the announcement of the outcome of the Rights Issue.
Advisors
Vator Securities act as financial advisor and issuing agent to the Company in connection with the Rights Issue. Advokatfirman Schjødt is legal advisor to the Company in connection with the Rights Issue.
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
This press release constitutes inside information that ExpreS2ion Biotech Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
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 ExpreS2ion in any jurisdiction, neither from ExpreS2ion 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. Vator Securities is acting for ExpreS2ion in connection with the Rights Issue and no one else and will not be responsible to anyone other than ExpreS2ion 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 Rights Issue 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.
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 has been prepared and published by the Company.
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 not required by law or Nasdaq First North Growth Market rule book for issuers.
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 ExpreS2ion 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 ExpreS2ion may decline and investors could lose all or part of their investment; the shares in ExpreS2ion offer no guaranteed income and no capital protection; and an investment in the shares in ExpreS2ion 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 ExpreS2ion.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ExpreS2ion and determining appropriate distribution channels.
