STENOCARE A/S: Announcement of Exercise Price of Warrants of Series TO2

STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER:  STENO

This information is information that STENOCARE A/S is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person below for publication on June 07, 2024.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR 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 THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

The exercise price is set at 3.16 DKK per share using the 10-day volume-weighted average price from 24 May 2024 to 7 June 2024 (both days included) less 30% discount. Only owners of TO2 Warrants can benefit from this price. Each warrant entitles the holder to subscribe for one new share in STENOCARE A/S (“Stenocare”), and upon full exercise of all warrants, Stenocare will receive approximately 5.4 mDKK before deduction of transaction related costs.

The summary

Summarized terms for the warrants of series TO2:

• Exercise price: 3.16 DKK per share – ticker: [STENO TO 2] / ISIN DK0062493615
• Exercise period: 10 June 2024 – 21 June 2024 (both days included)
• Last day of trading warrants of series TO2: 19 June 2024
• Issue volume: 1,712,999 warrants of series TO2
• Dilution: Up to 8.5 percent

The share issue

Stenocare completed a rights issue of units ("Unit Rights Issue" or "the Issue") in May/June 2023. In connection with this Issue, a total of 1,167,612 warrants of series TO2 ("Warrants" or "the Warrants") were issued to the shareholders in the Issue. Following the Issue, Stenocare converted 5.0 mDKK worth of debt into units on the same terms as those that applied in the Unit Rights Issue. This conversion resulted in the issuance of additional 545,387 warrants of series TO2. In total, Stenocare has issued 1,712,999 warrants of series TO2.

Each TO2 Warrant gives the holder the right to subscribe for one new share in Stenocare. For the Warrants not to expire without value, it is required that the warrant holder actively exercises the TO2 warrants no later than 21 June 2024, 5.00 PM (CET), or sells the TO2 Warrants no later than 19 June 2024, 5.00 PM. Please note that some banks might have different deadlines than the official exercise period.

The Stenocare investor homepage provides information about the company and the TO2 Warrant transaction: https://stenocare.com/share-issue-to2-2024/

The price

On 29 November 2023, Stenocare announced amended terms for its upcoming warrants of series TO1 and TO2. The modifications for the series TO2 warrant included the removal of the minimum and maximum price, previously set at a minimum of 3.21 DKK and a maximum of 9.63 DKK. It remains a 10-day volume-weighted average price (“VWAP”) of the Stenocare share on the Nasdaq First North Growth Market prior to the first day of the exercise period. The pricing period is from 24 May 2024 to 7 June 2024, both days included.

The exercise price is set at 3.16 DKK per share.

The compensation

Following the amendments on 29 November 2023, Stenocare is offering compensation to warrant holders who have traded warrants before the amendments were announced. To benefit from this compensation, the warrant owner should meet all the following criteria:  

• The warrant holder must have sold warrants of TO2 between 20 June 2023, 9.00 AM (CEST) and 29 November 2023, 4.41 PM (CET) and provide bank documentation of the sale(s).  
• The warrant holder must have purchased warrants of TO2 between 29 November 2023, 4.42 PM (CET) and 19 June 2024, 5.00 PM (CET) and provide bank documentation of the purchase(s).  
• Compensation is only given if the warrant holder has realized a loss (i.e. purchase price minus sold price)
• The warrant holder must have exercised warrants of series TO2 between 10 June 2024, 9.00 AM (CET) and 21 June 2024, 5.00 PM (CET) and provide bank documentation of the exercise.  
• The warrant holder will be compensated for the difference between the sold amount and the purchased amount. Compensation is only given up to the maximum units of TO2 warrants sold before 29 November 2023, 4.41 PM.
• The warrant holder cannot be compensated for a higher number of TO2 warrants than what has been exercised.  
• Warrant holders must exercise warrants of series TO2 to be eligible for compensation.  

After the exercise period ends, warrant holders who fulfill these requirements for compensation must send a request to [email protected] with documentation proving their eligibility for compensation and the final compensation amount. Stenocare will process these compensation requests after the exercise period and expects to finalize them in August 2024.

The proceeds and dilution

If all warrants of series TO2 are exercised, Stenocare is expected to receive approximately 5.4 mDKK before transaction-related costs. These costs are estimated to be 0.5 mDKK, resulting in net proceeds of approximately 4.9 mDKK for Stenocare. As of the date of this announcement, the company’s registered share capital has a nominal value per share of 0.08 DKK and totals 18,384,315 shares. All existing shares are issued and fully paid up, with each share representing one vote. Assuming all warrants of series TO2 are exercised, the number of shares in Stenocare will increase by a maximum of 1,712,999 new shares, from 18,384,315 to 20,097,314 shares, and the share capital will increase by a maximum of 137,039.92 DKK, from 1,470,745.20 DKK to 1,607,785.12 DKK. Shareholders who opt not to participate in the warrant exercise may experience a dilution of up to approximately 8.5 percent.