Simris Group AB publishes information memorandum for the Rights Issue

MFN Publicerad: 31 Jul 2023 19:15

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

Simris Group AB (“Simris Group” or the “Company”) today, on July 31, 2023, announces the information memorandum relating to the Company's upcoming Rights Issue of shares of approximately SEK 24,3 million (the "Rights Issue"). The Rights Issue will be followed by a Directed Issue (the “Directed Issue”) of up to approximately SEK 26.6 million, to the underwriters of the Rights Issue. Total proceeds will amount to up to approximately SEK 51 million for the Rights Issue and the Directed Issue (before transaction costs).

The information memorandum is available on Simris Group’s website (www.simrisgroup.com) and on Aqurat Fondkommision’s website (www.aqurat.se). Application forms for subscription without subscription rights can be obtained from Simris Group’s and Aqurat’s websites as from the first day of the subscription period (August 2, 20023)

About the Rights Issue
The Extraordinary General Meeting of Simris Group resolved on July 24, 2023, to carry out the Rights Issue of a maximum of a maximum of 90,151,260 shares, entailing an increase of the share capital with a maximum of SEK 7,831,920.47. Provided that the Rights Issue is fully subscribed, the Company will receive proceeds of SEK 24.3 million before the deduction of transaction costs of no more than approximately SEK 1 million in cash, and underwriting costs of no more than approximately SEK 4.4 million in newly issued shares through the Directed Issue (as underwriting compensation).

The Extraordinary General Meeting also resolved to carry out a Directed Issue to the underwriters at the same conditions as in the Rights Issue. The Directed Issue means that a maximum of 98,648,654 shares may be issued. Accordingly, the share capital may increase further by a maximum of SEK 8,570,134.38 from SEK 23,495,761.42 to a maximum of SEK 32,065,895.80. The total issue proceeds can amount to no more than approximately SEK 26.6 million, approximately SEK 51 million in total for the Rights Issue and the Directed Issue.

The proceeds from the Rights Issue and the Directed issue shall primarily provide the Company with working capital to secure continued operations, repay loans and enable further investments.

Preliminary timetable

31 July 2023	Record date for the right to receive subscription rights in the Rights Issue
31 July 2023	Publication of the information memorandum regarding the Rights Issue
2 – 11 August 2023	Trading in subscription rights at Nasdaq First North Growth Market
2 – 16 August 2023	Subscription period for the Rights Issue
2 August 2023 until the Rights Issue has been registered by the Swedish Companies Registration Office	Trading in paid subscribed shares (BTA) at Nasdaq First North Growth Market
Around 21 August 2023	The outcome of the Rights Issue is announced

Terms and conditions for the Rights Issue

The subscription price is SEK 0,27 per share.
The Rights Issue comprises a maximum of 90,151,260 shares. Thus, the Rights Issue will entail a share capital increase by a maximum of SEK 7,831,920.47 from SEK 15,663,840.95 to SEK 23,495,761.42.
The Directed Issue comprises a maximum of 98,648,654 shares. Accordingly, the share capital may increase further by a maximum of SEK 8,570,134.38 from SEK 23,495,761.42 to a maximum of SEK 32,065,895.80.
Upon full subscription of shares in the Rights Issue, the Company will initially receive approximately SEK 24,3 million before deduction of issue costs. Upon full subscription of the Rights Issue, the Company will additionally receive a maximum of approximately SEK 26,6 million, before deduction of issue costs, in the Directed Issue.
Existing shareholders received one (1) subscription right for each share held on the record date on 31 July 2023. Two (2) subscription rights entitle the holder to subscribe for one (1) new share in the Company.
Simris Group has received subscription commitments of approximately SEK 2.1 million and underwriting commitments of approximately SEK 22.2 million, corresponding to a total of approximately 100 percent of the Rights Issue.

Advisors
The Company has engaged Amudova AB as regulatory advisor and Advokatfirman Delphi as legal advisor while Aqurat Fondkommission act as issuing agent.

About Simris Group AB (PUBL):
Simris Group is a biologics company identifying high value, natural, biologically active compounds found in microalgae and cyanobacteria to extract for applications in skincare, nutrition, and biopharmaceuticals. The company sustainably grows microalgae and cyanobacteria at industrial scale within its photobioreactor facility whereby conditions are optimized for production of these high-value compounds.
Simris Group's shares are traded on the Nasdaq First North Growth Market with the short name SIMRIS and ISIN code SE0008091664.
Certified Adviser is Amudova AB, telephone: 08-546 017 58, email: [email protected].

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 buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only for the purpose of describing the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given as to the information in this press release regarding its accuracy or completeness. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and goals for the Company's future operations, financial situation, liquidity, earnings, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified with words such as "believe", "expect", "anticipate", "refer", "can", "plan", "appreciate", "will", "should", "could ", "aim" or "maybe" or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any guarantees that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or results may differ significantly from those set forth in the forward-looking statements which are the result of many factors. Such risks, uncertainties, unforeseen events, and other significant factors may cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not guarantee that the assumptions behind the forward-looking statements in this press release are free from errors and each reader should not place any excessive dependence on the forward-looking statements in this press release. The information, opinions and forward-looking statements in this press release relate only to the situation at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publish any revisions of forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or by Nasdaq First North Growth Market’s regulations for issuers.

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