Katalysen Ventures completes a SEK 10 million directed share issue to strategic, long-term investors
The board of directors of Katalysen Ventures AB (publ) (”Katalysen” or the ”Company”) has today resolved to carry out a directed share issue of 667’169 new shares at a subscription price of SEK 15 per share (“share subscription price”) corresponding to a discount of approximately 13% compared to the the volume-weighted average price (VWAP) for the KAV share over the period 2023-12-29 to 2024-01-30. The total value of the share issue is approximately SEK 10 million before transaction costs. Total transaction costs are estimated at SEK 25’000.
The board of directors of Katalysen has today, based on the authorization granted by the annual general meeting on 27 April 2023, resolved to carry out a directed issue of shares with deviation from the shareholders’ preferential rights, of 667’169 new shares to a group of investors with strategic long-term value to the company. Of these 667’169 new shares, 407’169 are paid for in cash, and 260’000 are paid for using set-off of claims against shares (“kvittning”). A total of two claims are set-off, one loan (SEK 3.6 million) and one invoice (SEK 0.3 million), and the Company notes that neither claim belongs to a party closely related (“närstående”) to the Company’s management. It is also noted that none of the participating investors are parties closely related to the Company’s management. The Company’s accounting firm, PwC, has reviewed the claims and produced necessary documentation to execute the set-off issue.
The subscription price has been determined through negotiations and agreement with the subscribing investors. The share subscription price, SEK 15, corresponds to a discount of approximately 13% compared to the volume-weighted average price (VWAP) for the KAV share over the period 2023-12-29 to 2024-01-30, and the board of directors thus assesses that the share subscription price fairly reflects prevailing market conditions and demand. Due to the current volatile market climate, compensation for guarantee commitments in a rights issue would likely exceed the value of the discount for the directed share issue. Therefore, it is the board's assessment that the market value of the subscription price has been ensured. Payment of the subscription price shall be made in cash or through set-off (“kvittning”) at the latest on 9 February 2024. The board of directors has the right to postpone the last date for payment.
Peter Almberg, CEO, comments: “The timing of successfully raising 10 MSEK could not have been better. Like for many of our peers, the last two years have been largely focused on supporting the existing portfolio, both financially and through hands-on assistance and at the same time finding ways to minimise our own operational costs. Finally, in Q4 2023 we had the opportunity to be more bold and do a transaction that we are very proud of, the investment into Venture Targeter and QuTEM. Now, on the back of several promising developments both inside and outside our own portfolio, I dare to say that the winds are finally turning. With this funding in place we embrace 2024, and the opportunities for turning our business cash-flow positive through divestments and new investments.”
The reason for executing the directed issue and to deviate from the shareholders’ preferential rights are as follows:
The Company's board has investigated and considered various financing alternatives, among other things it has investigated the prerequisites for carrying out a successful rights issue (Swedish: Företrädesemission). Due to the prevailing market climate, the board considers that there are currently no suitable conditions for carrying out a rights issue on favorable terms. The board has noted that the majority of rights issues that have been carried out on the market have been negatively affected by the volatile market climate. In those cases where rights issues have been carried out, it has been noted that the market value of shares have fallen below subscription prices despite heavy discounts. As a result, the subscription rate outside of guarantee and subscription commitments has been low. It is therefore deemed beneficial to conduct a directed share issue to avoid exposure to price fluctuations in the market. Obtaining underwriting and guarantee commitments is a time-consuming and costly process. Taking into account that the subscription rate in rights issues on the market many times does not exceed the subscription and guarantee commitments, the board considers that it is not advantageous to pay compensation for the liquidity one expects to receive. Due to the above, the board does not consider it appropriate to carry out a rights issue under such conditions as described. The board's assessment is that a directed share issue ensures the most time- and cost-effective financing of the development of the Company.
The board also assesses that the signing investors are likely to provide significant strategic, long-term value for the Company and its shareholders.
The board's overall assessment is that the above-mentioned reasons outweigh the reasons that justify the main principle that issues must be carried out with applicable shareholders' pre-emptive rights and that an issue with a deviation from shareholders' pre-emptive rights is therefore in the interests of the Company and all shareholders.
Through the directed issue of shares, the number of shares and votes in the Company increases with 667’169 from 6’924’185 to 7’591’354, and the share capital increases with SEK 86’731.97 from SEK 900’144.05 to SEK 986’876.02. The directed issue results in a dilution for existing shareholders of approximately 8.8% of the number of shares and votes in the Company, based on the total number of shares and votes in the Company after the directed issue.
This disclosure contains information that Katalysen Ventures AB 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 30-01-2024 21:37 CET.