The subscription period in Audientes A/S’s rights issue of units begins today
Company announcement no. 31-2022
December 1, 2022
Today, 1 December 2022, is the first day of the subscription period in Audientes A/S (CVR. No. 36 04 76 31) pre-emptive rights issue of units (the “Rights Issue”). The public is also invited to subscribe for units in the Rights Issue. The subscription period runs until, and including, 15 December 2022. The Rights Issue can initially provide the Company with approx. DKK 14 million before deduction of transaction related costs. In March/April 2023, Audientes can be provided with an additional maximum amount of approx. DKK 10.3 million before deduction of transaction related costs. Approx. 45 percent of the initial part of the Rights Issue is covered by pre-subscription- and guarantee commitments. All information relating to the Rights Issue, including the prospectus, an investment teaser, and subscription forms, are available on Audientes’ site for the Rights Issue (www.rightsissue.audientes.com).
Background and motive
In connection with Audientes’ IPO in September 2020, the Company was in the late stages of research and development of its initial product – the smart and user-friendly hearing aid solution, Ven™ by Audientes. Audientes hired more staff after the IPO to finish the development of Ven to enable market entry and meet demand as soon as possible. From 2021 and onwards, Audientes has increased sales and marketing activities to pave the way for a successful launch of Ven in India. As a result of these efforts, Audientes has created a vast distribution network consisting of 80 wholesale collaboration partners, making Ven available at more than 500 points of sale all over India, and began sales of Ven in March 2022. Audientes has also established its online sales platform and a logistics platform with related processes.
It is Audientes’ ambition to create strong sales growth and good profitability. To achieve this, the Company plans to continue the expansion of the distribution network in India and increase sales of Ven. A key factor in the ability to sell Audientes’ products in existing and future markets is the planned marketing of Ven and the new product Companion, with the purpose to increase knowledge and awareness of Audientes’ products. Hence, the Company will focus on sales and marketing activities in the coming year, including increased efforts in the B2B sales channel and investments in broadening the reach in the B2C channels. Audientes also plans to launch the Company's products in USA, Europe and Japan in 2023 with Companion by Audientes and in 2024 with the OTC device in USA.
This will be done by employing either a B2B high-touch (own representation) or low-touch (local distribution partners) market entry model, or a combination of both – tailored to local conditions. Online sales across a variety of B2C channels is a key element in the market entry strategy in all countries where Audientes may market and sell its hearing health products.
Considering the foregoing, Audientes has resolved on a pre-emptive Rights Issue of units to finance activities related to future objectives, primarily intensifying marketing and sales activities in India as well as USA and Europe in 2023. The issue proceeds are also intended to improve the balance sheet by amortizing debt.
For complete information, please refer to the prospectus relating to the Rights Issue. The prospectus, including complete terms and conditions, a summary teaser and subscription forms are available on Audientes’ site for the Rights Issue (www.rightsissue.audientes.com) and on Sedermera Corporate Finance AB’s (www.sedermera.se) website and on Nordnet in Danish and Swedish.
Timetable for the Rights Issue
- Trading in unit rights: 1-13 December 2022
- Subscription period: 1-15 December 2022
- Publication of outcome of the Rights Issue: approximately 20 December 2022
- Trading in BTU: From 1 December 2022, until the Rights Issue has been registered with the Danish Companies Registration Office. The last day of trading in BTU will be announced through a separate press release.
The Rights Issue in brief
- Subscription price: DKK 1.50 per unit, corresponding to DKK 0.75 per share.
- Issue volume: The offer comprises a maximum of 9,349,010 units, consisting of 18,698,020 shares and 9,349,010 warrants of series TO 1 that are issued free of charge. Audientes’ can initially be provided proceeds of approx. DKK 14 million before deduction of transaction related costs. Through the exercise of warrants of series TO 1 in March/April 2023, Audientes can be provided an additional maximum amount of approx. DKK 10.3 million before transaction related costs.
- Pre-emptive right for subscription: For each share held on the record date of 28 November 2022, one (1) unit right will be received. One (1) unit right entitle the holder to subscribe for one (1) unit. Each unit (1) consists of two (2) new shares and one (1) new warrant of series TO 1.
- Subscription and payment: Subscription with the support of unit rights will take place during the subscription period in accordance with “Terms and conditions of the Offering” in the prospectus. Please note that unit rights that the shareholder does not intend to use must be sold no later 13 December 2022, to not expire without value.
- Number of shares before the Rights Issue: 9,349,010.
- Dilution: For existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect of a maximum of approximately 67 percent of the votes and capital through the initial part of the Right Issue. Upon full exercise of the warrants of series TO 1, the dilution amounts to an additional approximately 25 percent of the votes and capital.
- Pre-subscription and guarantee commitments: Approx. 45.2 percent of the initial part of the Rights Issue is covered by subscription commitments and so called “top down” and “bottom up” guarantee commitments.
- Marketplace: Spotlight Stock Market.
Summary of terms for warrants of series TO 1
The exercise price in the following warrant exercise of series TO 1 shall amount to seventy (70) percent of the average volume-weighted price for the share according to Spotlight Stock Market’s official price statistics during a period of ten (10) trading days ending two (2) banking days before the exercise period begins. Audientes will at latest publish the exercise price the day before the first day of the exercise period. The exercise price shall be rounded to the nearest whole Danish øre. The exercise price may not exceed DKK 1.10 per new share and shall not be less than the share’s quota value of DKK 0.10 per new share. One (1) warrant of series TO 1 gives the right to subscribe for one (1) new share in Audientes. Warrants of series TO 1 have an exercise period starting from 27 March 2023 until and including 13 April 2023. Warrants of series TO 1 are intended to be admitted to trading on Spotlight Stock Market after final registration with the Danish Companies Registration Office. Last day of trading in warrants of series TO 1 is estimated to 11 April 2023.
Investor presentations
- Audientes’ Rights Issue and Business Objectives, 1 December 2022 at 13:00. To register, follow this link.
- Aktieportföljen Live, 6 December 2022 at 11:50. A link to the event will be available shortly on the company website here.
- Unge Investorer Live on Facebook, 7 December 2022 at 16:00. To register follow this link.
- Audientes’ Rights Issue Explained: What to do as a Shareholder,
7 December 2022 at 11:00. To register follow this link.
- Financial Stockholm & Aktiespararna Stockholm Investerarmödet,
8 December 2022 at 17:30. A link to the event will be available shortly on the company website here.
- Virtual Nordic Growth Days Seminar
14 December 2022 at 10:30. For more information, follow this link.
Advisors
Sedermera Corporate Finance AB is the financial advisor and Markets & Corporate Law Nordic AB is the legal advisor to Audientes in connection with the Rights Issue. Shark Communication AB is communications advisor and Danske Bank is the issuing agent and settlement agent.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
Email: [email protected]
www.sedermera.se
For more information about Audientes, please contact:
Steen Thygesen, CEO, Audientes A/S
Phone: +45 53 17 26 10
Email: [email protected]
Povl-André Bang Bendz, Chairman of the Board, Audientes A/S
Phone: +45 77 34 16 80
Email: [email protected]
About Audientes A/S
Audientes A/S is a Danish technology company specializing in smart, self-fitting and affordable hearing aids. Audientes’ unique hearing aid solution, Ven™ by Audientes, is available for purchase in the Indian market, online and in retail, and will be introduced to the US over-the-counter market and other markets in the coming years. Companion by Audientes is an advanced hearable consumer electronic product that will be launched in Europe and USA in Q4 2022 with commercial availability in early 2023.
Audientes’ mission is to help the approximately 500 million people globally suffering from disabling hearing loss who either cannot afford to buy one of the very expensive hearing aids on the market, or who do not currently have access to a solution to their hearing loss.
Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with a subsidiary in Hyderabad, India.
For additional information please refer to the company’s site in relation to the Rights Issue: www.rightsissue.audientes.com