STENOCARE Units Rights Issue subscribed to 127%

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 12, 2023.

The subscription period in the Initial Rights Issue of the Units Rights Issue of STENOCARE A/S (“Stenocare” or the “Company”) ended on 8 June 2023. The Initial Rights Issue was subscribed to approximately 127% corresponding to total cash subscription of 13.6 DKK million relative to the proceeds from full (100%) cash subscription of 10,7 DKK million, which is the amount that Stenocare will receive before deduction of transaction related costs. As a result of the outcome, the guarantors will not be called, and a reduced allocation will apply to subscribers without rights. 

Subscription, allocation, and payment
The Initial Rights Issue was subscribed to approximately 13.6 DKK million including pre-subscriptions of approximately 3.2 DKK million, which corresponds to a total subscription rate of approximately 127 percent. Consequently, none of the guarantors (approximately 6.0 DKK million) will be called and a reduced allocation will apply to subscribers without rights. The Company is thus provided with approximately 10.7 DKK million in gross proceeds before deduction of transaction-related costs.

Each unit subscribed for in the Units Rights Issue has a price of 9.16 DKK and comprises of 2 (two) new shares in Stenocare priced at 4.58 DKK each, 1 (one) warrant of series TO1 and 1 (one) warrant of series TO2. The allocation of units subscribed for without support of unit rights will be made in accordance with the principles described in the Company Announcement published by Stenocare on 15 May 2023. Payment for units without rights will be made via a delivery versus payment transfer through the subscriber's own bank and will be withdrawn from the account by the subscriber's own account holder's bank or brokers.

Number of shares and share capital
Each share in Stenocare corresponds to a nominal value (share capital) of 0.08 DKK. When the new shares from the Units Rights Issue have been registered with the Danish Business Authority, the share capital will have increased with nominally 186.817,92 DKK, from nominally 934.090,08 DKK to 1.120.908 DKK. The total number of shares will increase by 2.335.224 shares, from 11,676,126 shares to 14.011.350 shares, and the dilution effect for shareholders who did not participate in the Initial Rights Issue therefore amounts to approximately 16.7 percent.

Summary of terms for warrants of series TO1 and TO2
As a result of the fully subscribed Unit Rights Issue, a total of 1.167.612 warrants of series TO1 and 1.167.612 warrants of series TO2 are issued. The new shares and the warrants of series TO1 with ISIN DK and TO2 with ISIN DK respectively will be tradeable at Nasdaq First North Growth Market Denmark from 20 June 2023.

Warrants of series TO1 have an exercise period from 1 December 2023 to and including 14 December 2023. Last day of trading in warrants of series TO1 is 12 December 2023. The exercise price of warrants of series TO1 will be calculated using the 10-day volume weighted average price, less 30%, for the Stenocare share prior to the first day of exercise and according to Nasdaq First North Growth Market’s official price statistics. Stenocare will publish the exercise price the day before the first day of the exercise period which is 30 November 2023. The exercise price shall be rounded to the two nearest whole Danish øre. The minimum price is 3.21 DKK corresponding to the Initial Rights Issue subscription price, less 30%. The maximum price is 6.70 DKK. One warrants of series TO1 gives the right, but not the obligation, to subscribe for one (1) new share in Stenocare with the ISIN DK0061078425.

Warrant of series TO2 have an exercise period from 10 June 2024 to and including 21 June 2024. Last day of trading in warrant of series TO2 is 19 June 2024. The exercise price of warrants of series TO2 will be calculated using the 10-day volume weighted average price, less 30%, for the Stenocare share prior to the first day of exercise and according to Nasdaq First North Growth Market’s official price statistics. Stenocare will publish the exercise price the day before the first day of the exercise period which is 7 June 2024. The exercise price shall be rounded to the two nearest whole Danish øre. The minimum price is 3.21 DKK corresponding to the minimum price of the warrant of series TO1. The maximum price is 9.62 DKK. One warrant of series TO1 gives the right, but not the obligation, to subscribe for one (1) new share in Stenocare with the ISIN DK0062493615.

Debt conversion
The Company is planning to convert existing debt of 3.1 DKK million (minimum) to units in a separate parallel directed issue on identical terms with the Initial Rights Issue. The conversion of debt in exchange for units is conditional (only) upon granting of authorization to do so at the Extraordinary General Meeting, due to be held on 13 June 2023.

Advisers
In connection with the Units Rights Issue, Gemstone Capital A/S acts as financial advisors to Stenocare and Keswick Global AG acts as Certified adviser.