Prostatype Genomics AB carries out a directed share issue to guarantors following completed rights issue
2024-01-16 09.40
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Prostatype Genomics AB ("Prostatype Genomics" or the "Company") announces that the Company’s board, with support of authorization from the extraordinary general meeting on December 7, 2023, has resolved on a directed issue of 44,021,483 shares as guarantee compensation to a number of the guarantors who provided guarantee commitments in the rights issue that the Company carried out during the period December 13, 2023–January 5, 2024, in accordance with the guarantee agreements entered into.
The guarantors who provided guarantee commitments in the rights issue had the option of having the compensation paid out in cash or in the form of newly issued shares in the Company, which was previously communicated in connection with the rights issue. In total, fourteen (14) guarantors have chosen to have the guarantee compensation paid out in shares. The company's board has therefore resolved, with the support of the authorization from the extraordinary general meeting on December 7, 2023, to issue 44,021,483 shares as compensation to these guarantors, which will increase the company's share capital by approximately SEK 440,214.83. The reasons for the deviation from the shareholders' preferential right were to enable a successful capital acquisition and to fulfill the guarantee agreements entered into.
The shares are issued at a price of SEK 0.04 per share, which corresponds to the subscription price in the rights issue and is therefore considered market-based in the board's assessment. The board has resolved that payment shall be made by offsetting the respective guarantor's claim on the Company. The guarantors' total claim amounts to SEK 1.76 million. When these 44,021,483 shares have been registered with the Swedish Companies Registration Office, the number of shares in the Company will amount to 788,286,450 shares, and the Company's share capital to SEK 7,882,864.50. The dilution that accrues as a result of the directed share issue to the guarantors amounts to approximately 5.6 percent after the preferential share issue has been registered.
The company has had no specific costs related to the directed share issue as this takes place as part of the work on the preferential share issue. However, the cash part of the guarantee compensation that the Company needs to pay out is reduced to approximately SEK 0.4 million, from previously SEK 1.9 million.
Advisors
Prostatype Genomics has mandated Penser By Carnegie and Advokatfirman Lindahl as financial and legal advisors respectively in connection with the Rights Issue.
For further information about Prostatype Genomics, please contact:
Fredrik Persson, CEO
Telephone: +46 (0) 73 049 77 01.
e-mail: [email protected]
Certified Adviser
Carnegie Investment Bank AB (publ), +46 (0)73 856 4265, [email protected]
About Prostatype Genomics AB
Prostatype® is a genetic test that is available to patients and treating urologists as a supplementary decision support tool to answer the question of radical treatment or no radical treatment of prostate cancer. The test is developed by a research group at Karolinska Institutet and is provided by Prostatype Genomics AB.
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 sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release may not be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction may constitute a crime according to applicable securities laws.
This release is not a prospectus in accordance to the definition in the Prospectus Regulation as has not been approved by any regulatory authority. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the prospectus. Thus, investors are encouraged to review the prospectus in its entirety. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation. Prostatype Genomics has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. 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 shares. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as "shall", "expect", "believe" "assess", "intend", "estimate" and similar expressions. Such statements reflect Prostatype Genomics's intentions, views or present expectations or assumptions. Such forward-looking statements are based on Prostatype Genomics's current plans, estimates and projections, which have been made to the best of Prostatype Genomics's ability. However, Prostatype Genomics does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Prostatype Genomics. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.
