Genetic Analysis announces placement of a directed share issue of approximately NOK 4.97 million
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Genetic Analysis AS (“GA” or the “Company”) is pleased to announce that it has successfully placed a directed issue and on basis of commitments received from current major shareholders, the board of directors of GA has allocated 6,625,916 new shares at a subscription price of NOK 0.75 per share (the “Directed Issue”), through which the Company will raise approximately NOK 4.97 million before transaction related costs. Subscribers of the Directed Issue is a group of existing shareholders, including the Company’s main shareholder Bio-Rad Laboratories. The subscription price of the Directed Issue of NOK 0.75 equals the average volume weighted trading price on Spotlight Stock Market the last 14 trading days up to 20 June 2024. The Company has in addition received applications for new shares at the same subscription price from certain members of the board of directors and management through which the Company may raise an additional NOK 450,000, subject to approval by an extraordinary general meeting of the Company (the "EGM Conditional Issue"). The Company has further received committed innovation loan financing related to commercial expansion of the Company's business in the US of NOK 4,400,000 on favourable terms, conditional on the Company raising at least NOK 5 million in proceeds from a matching equity offering.
The Directed Issue
GA is pleased to announce that it has successfully placed a directed issue and on basis of commitments received from investors, the board of directors of GA has allocated 6,625,916 new shares at a subscription price of NOK 0.75 per share (the “Directed Issue”), through which the Company may raise approximately NOK 4.97 million before transaction related costs. The Directed Issue has been resolved by the board of directors on the basis of an authorization provided by the Company's general meeting. Subscribers of the Directed Issue is a group of existing shareholders, including the Company’s main shareholder Bio-Rad Laboratories as further set out below. The Company has in addition received applications for new shares at the same subscription price from certain members of the board of directors and management through which the Company may raise an additional NOK 450,000 (the "EGM Conditional Issue"). The EGM Conditional Issue is subject to approval by an extraordinary general meeting of the Company as this is required pursuant to applicable Spotlight Stock Market rules.
The subscription price of the Directed Issue of NOK 0.75 equals the average volume weighted trading price on Spotlight Stock Market the last 14 trading days up to 20 June 2024.
The Company has received a committed innovation loan financing related to financing parts of the commercial expansion of the Company's business in the US of NOK 4,400,000 on favourable terms, conditional on the Company raising at least NOK 5 million in proceeds from an equity offering. If the EGM Conditional Issue is approved by an extraordinary general meeting of the Company, the Company intends to apply the proceeds from the Directed Issue and the EGM Conditional Issue to satisfy the condition for such debt financing, but there is no guarantee the EGM Conditional Issue will be completed and accordingly there is no certainty that the Company will be successful in obtaining the innovation loan financing with such amount as set out above or at all.
The subscription price has been set at market price, determined by the average volume weighted trading price on Spotlight Stock Market the last 14 trading days up to 20 June 2024. In deciding on the type of issue, the board of directors has considered it a major advantage that the investors have not demanded an issue discount, instead the issue price corresponds to a price level at which the market has been able to acquire shares recently.
The Directed Issue entails a deviation from existing shareholders’ preferential rights to subscribe for new shares in the Company and the Company's board of directors has investigated the conditions and carefully considered the possibility of carrying out a preferential rights issue to raise the necessary capital as an alternative to a directed issue. The board of directors has concluded that a preferential rights issue would entail a significantly longer completion period and thus greater exposure to share price fluctuations in the stock market in comparison to a directed issue and may lead to the Company losing the opportunity to make value-driving investments in the business as well as securing going concern. Against the background of decreasing liquidity, prevailing sentiment and the volatility that has been observed in the stock market for smaller growth companies recently, which also continues to prevail, the board of directors has assessed that a preferential rights issue would also require significant underwriting from a consortium of guarantors, which would entail substantial costs and/or further dilution for the shareholders depending on the type of remuneration paid for such underwriting commitments. In addition, a preferential rights issue would likely have been made at a lower subscription price, given the recent discount levels for preferential rights issues in the market.
The board of directors has also emphasised that the Directed Issue will increase the Company's chances of obtaining innovation loan financing at favourable terms.
The board of directors’ overall assessment is thus that the reasons for conducting the Directed Issue in this manner outweighs the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that an issue with deviation from the shareholders’ preferential rights is thus in the interest of the Company and all shareholders. On the basis of the above it has been concluded to carry out the Directed Issue that no subsequent offering will be conducted.
The considerations set out above are equally relevant for the EGM Conditional Issue which if approved by the extraordinary general meeting will enable the Company to comply with the conditions for the innovation loan financing.
The Directed Issue is conditional on the Company receiving payment for all new shares allocated in the Directed Issue by the respective investors, the share capital increase pertaining to the new shares being registered with the Norwegian register of Business Enterprises and the new shares being validly registered and issued in the VPS. The Directed Issue is not conditional on the EGM Conditional Issue being completed.
The EGM Conditional Issue is subject to approval by an extraordinary general meeting of the Company which is expected to be held medio July 2024. A notice for such extraordinary general meeting will be published and sent to the shareholders in due course.
The Innovation Loan
The conditions for the innovation loan are: Serial loan with a maturity of 7 years, where the first 2 years are installment-free. The nominal interest rate is currently 8.20% p.a. The loan has security in inventory, debtors and operational assets. Lender is Innovation Norway.
Shares and share capital
The Directed Issue entails a dilution effect of approximately 16 percent of the number of shares and votes in the Company (such dilution to constitute 17 percent in total if the EGM Conditional Issue is completed). Through the Directed Issue, the number of shares and votes in the Company increases by 6,625,916 from 42,157,355 to 48,783,271, and if also the EGM Conditional Issue is approved, by an additional 600,000 shares to 49,383,271. The share capital increases through the Directed Issue by NOK 3,975.549.60 from NOK 25,294,413 to NOK 29,269,962.60 and if also the EGM Conditional Issue is approved by an additional NOK 360,000 to NOK 29,629,962.60.
Financial Risk
The Company currently has limited available liquidity to operate its business other than the proceeds from the Directed Issue and potentially the EGM Conditional Issue and the innovation loan financing referred to above and is accordingly dependent on raising further capital in addition to the Directed Issue and potentially the EGM Conditional Issue to pursue its current business plan (which may include shareholder loans, share issues, debt instruments and/or other financial instruments). Whether the Company will be able to raise additional funding is uncertain at this stage. If the Company fails to raise additional new capital, the Company will need to explore alternative strategic measures, and if not successful, may not be able to sustain its current business plan.
The Directed Issue is subscribed by the following parties:
Bio-Rad Inc - NOK 1,200,000
Muen Invest AS - NOK 850,000
Molver AS - NOK 600,000
OCHRINO AS - NOK 600,000
Per Anton Invest AS - NOK 450,000
Lucellum AS - NOK 395,685
Gerhard Dal - NOK 300,000
Erik Gjone - NOK 187,500
Tore Grøttum - NOK 120,000
LJM AS - NOK 101,250
Ole Andreas Baksaas - NOK 100,000
Karlander Invest AS - NOK 65,000
The EGM Conditional Issue is subscribed by the following parties:
Thorvald Steen, styremedlem - NOK 300,000
InVitroDia AS (Ronny Hermansen, CEO) - NOK 150,000
This disclosure contains information that Genetic Analysis AS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 1 July 2024 at 09:00.
