S2Medical (publ) announces preliminary outcome in the company’s rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLYOR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION IS WHOLLY OR PARTLY SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR AN INVITATION TO ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN S2MEDICAL AB (PUBL) IN ANY JURISDICTION. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW

 

 S2Medical AB (publ) (“S2Medical” or the “Company”) today announces the preliminary outcome for the rights issue of units (the “Rights Issue”), for which the subscription period ended today July 3, 2023. The preliminary outcome indicates that approximately 102 million units, corresponding to approximately 40 percent of the Rights Issue, have been subscribed for with unit rights. Additionally, applications for subscription of approximately 5 million units without unit rights, corresponding to approximately 2 percent of the offered shares, have been received. In aggregate, the subscriptions by exercise of unit rights and the applications for subscription without unit rights correspond to approximately 42 percent of the offered shares. Hence, guarantee commitments of approximately 112 million units, corresponding to approximately 43 percent of the offered units, will need to be utilized. Thus, the preliminary outcome indicates that the Rights Issue will provide the Company with issue proceeds of approximately SEK 22 million before deduction of costs attributable to the Rights Issue.

 

On May 5, 2023, the Board of Directors of S2Medical resolved, with the subsequent approval from the annual general meeting of the Company on June 8, 2023, on a rights issue with issue proceeds of approximately SEK 26 million.

 

Preliminary outcome

The preliminary outcome indicates that approximately 102 million units, corresponding to approximately 40 percent of the offered units, have been subscribed for with unit rights in the Rights Issue. Additionally, applications for subscription of approximately 5 million units without unit rights, corresponding to approximately 2 percent of the offered units, have been received. Thus, the preliminary outcome indicates that the Rights Issue have been subscribed with the support of unit rights and subscription applications without the support of unit rights to approximately 42 percent and that guarantee commitments of approximately 112 million units, corresponding to approximately 43 percent of the offered units, will need to be utilized. Through the Rights Issue, the Company will therefore receive approximately SEK 22 million before deduction of costs attributable to the Rights Issue.

 

Notice of allotment

All those who have applied for B-units without unit rights will be allocated B-units in accordance with the principles set out in the EU growth prospectus published by the Company on June 16, 2023. Notice of allotment to the persons who subscribed for B-units without unit rights is expected to be distributed on July 4, 2023. Subscribed and allotted B-units shall be paid in cash within three banking days in accordance with the instructions on the settlement note sent to the subscriber. Subscribers who have applied for B-units through a nominee will receive notification of allocation in accordance with their respective nominee’s procedures. Only those who have been allotted B-units will be notified.

 

Final outcome and trading in BTU’s and warrants

The final outcome of the Rights Issue is expected to be published around July 4, 2023. Trading in paid subscribed units (Sw. BTU) will continue until the Rights Issue have been registered with the Swedish Companies Registration Office. The new B-shares subscribed for with and without unit rights and the warrants of series TO 2B, TO 3B and TO 4B are expected to be traded on Nasdaq First North Growth Market as of week 30, 2023.

 

Advisors

G&W Fondkommission acts as financial advisor to S2Medical in connection with the Rights Issue. The law firm Delphi KB is legal advisor to the Company and Aqurat Fondkommission AB is the issuer agent.

 

 

Important information

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in S2Medical. No action has been taken and no action will be taken to authorise an offer to the public in any jurisdiction other than Sweden. The invitation to the persons concerned to subscribe for units in S2Medical has only been made through the prospectus prepared by the Company and published on the Company's website after the Swedish Financial Supervisory Authority’s approval on June 16, 2023.

 

The information in this press release may not be announced, published or distributed, directly or indirectly, in or into the Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, United States or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws. This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. No shares, warrants, unit rights, paid subscribed units, units or other securities issued by the Company ("Securities") have been or will be registered under the United States Securities Act of 1933 ("Securities Act") or the securities laws of any state or other jurisdiction in the United States and no Securities may be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction of the United States. The Securities have not been approved or registered, and will not be approved or registered, by the US Securities and Exchange Commission, any state securities authority or any other authority in the United States. Nor has any such authority passed judgement on the offer or the accuracy and reliability of the prospectus. Any representation to the contrary is a criminal offence in the United States.

 

This press release is not a prospectus as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue referred to in this press release has been prepared and published by the Company.

 

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

 

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017 /1129) who are (i) persons who fall within the definition of "investment professional" in article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of S2Medical or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the United Kingdom who are not

Relevant Persons.

 

Forward-looking statements

This press release contains forward-looking statements regarding the Company's intentions, beliefs or expectations about the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could", and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or be accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader 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 expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revisions to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or the rules of Nasdaq First North Growth Market. Potential investors should not place undue reliance on the forward-looking information contained herein.

 

 

This disclosure contains information that S2Medical 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 03-07-2023 18:26 CET.