PMDS carries out a directed issue of shares to underwriter in the completed rights issue
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PMD Device Solutions AB (“PMDS” or the “Company”) has completed the rights issue of shares which was resolved by the Company's board of directors on July 5, 2024 (the “Rights Issue”). In accordance with the underwriting commitments that was entered into in connection with the Rights Issue, the underwriters had the possibility to choose compensation in the form of newly issued shares in the Company. One of the underwriters, Tuvedalen Ltd., has chosen to receive its compensation in shares. The board of directors has therefore, with authorization from the annual general meeting on June 28, 2024, resolved to carry out a directed issue of 90,909 shares (the “Compensation Issue”). The subscription price amounts to SEK 4.40 per share, corresponding to the subscription price in the Rights Issue.
Compensation Issue
As communicated in connection with the Rights Issue, the underwriters had the possibility to choose to receive underwriting compensation in the form of cash or shares in the Company. As a result, the board of directors has today, based on the authorization from the annual general meeting on 28 June 2024, resolved on the Compensation Issue. A total of 90,909 shares have been subscribed for and allocated to Tuvedalen Ltd. Who has chosen to receive the underwriting compensation in shares. The underwriters who have not chosen to receive underwriting compensation in the form of shares will instead receive a cash amount for the respective underwriting commitment. The cash part of the underwriting compensation amounts to approximately SEK [3.0] million.
The reasons for deviating from the shareholders' preferential rights in the Compensation Issue are as follows. The underwriter has entered an underwriting commitment in connection with the completed the Rights Issue. In accordance with the underwriting commitment, underwriting compensation shall be paid either in the form of a cash amount of 15 percent of the underwritten amount or 20 percent of the underwritten amount in the form of newly issued shares in the Company. The Compensation Issue is thus carried out in order to fulfill the Company's obligation to the underwriter as a result of the underwriting commitment.
The Company's alternative to carrying out the Compensation Issue is to settle the underwriting compensation in cash. The board of directors is of the opinion that - taking into account the current market conditions - it is beneficial for the Company's financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms as the Company will then release funds that strengthen the Company's working capital.
The subscription price has been set at SEK 4.40 per share, corresponding to the subscription price in the Rights Issue. The subscription price corresponds to a premium of 30.18 percent in relation to the closing price for the Company’s share on Nasdaq First North Growth Market on September 11. 2024. The subscription price has been set based on negotiation with the underwriters and the Company, in consultation with a financial advisor and through analysis of several market factors at arm’s length. In light of this, the board of directors deems that the subscription price is considered to be on markets terms.
Complete terms and conditions for the Rights Issue, as well as other information about the Company, are set out in the information memorandum published by the Company on its website, www.pmd-solutions.com, on August 16, 2024.
Share capital, number of shares and dilution
Through the Compensation Issue, the number of shares will increase by 90,909 shares, from 25,852,168 shares to 25,943,077 shares, and the share capital will increase by SEK 465,588.37, from SEK 132,401,288.01 to SEK 132,866,876.38, corresponding to a dilution effect of approximately 0.35 percent. All figures regarding changes in share capital and number of shares are calculated on the number of outstanding shares in the Company after final registration of the Rights Issue with the Swedish Companies Registration Office.
Advisors
Stockholm Corporate Finance is acting as financial adviser to the Company. Eversheds Sutherland Advokatbyrå is acting as legal adviser to the Company. Nordic Issuing act as issuing agent in the Rights Issue.
Important information
This press release is not an offer to subscribe for shares in PMDS and investors should not subscribe or acquire any securities. Invitation to concerned persons to subscribe for shares in PMDS will only be made through the Information Memorandum that PMDS has published on its website on August 16, 2024.
This press release shall not, directly or indirectly, be released, published or distributed in or to the United States, Australia Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action as a whole or in part is subject to legal restrictions. Neither subscription rights, shares subscribed for ("BTA") or newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTA or newly issued shares have been registered or will be registered under the United States Securities Act of 1933, as applicable, or in accordance with applicable laws in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or in any other country where the Rights Issue or distribution of the press release is in violation of applicable laws or regulations or presupposes that a further prospectus is established, registered or that any other measure is undertaken beyond that required by Swedish law. The press release, as well as the prospectus, the application form and other documents attributable to the Rights Issue, may consequently not be distributed to any such jurisdiction.
There is no intention to register any portion of the offer in the United States and the securities issued in the Rights Issue will not be offered to the public in the United States.
The Company has not authorized any offer to the public with regards to the shares or rights that are referred to in this communication in any member state of the European Economic Area (''EEA'') besides Sweden. This communication is only addressed to and is only directed at qualified investors in other members states within the EEA.
This press release may contain certain forward-looking information that reflects PMDS’ current views on future events as well as financial and operational development. Words that are "intended", "come", "judged", "expected", "can", "plan", "appreciate" and other expressions that imply indications or predictions about future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development, and actual outcomes may differ substantially from what is stated in forward-looking information. This information, the opinions and the forward-looking statements contained in this press release are valid only on this date and may be amended without notice. PMDS makes no representations about publishing updates or revisions of forward-looking information, future events or similar circumstances other than the applicable law.