NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES OR REQUIRE REGISTRATION OR OTHER ACTIONS.
The Board of Directors of Dignitana AB (publ) ("Dignitana" or the “Company") has resolved on a directed share issue to Swedbank Robur Microcap, Handelsbanken Fonder, FE Fonder and Alcur Fonder. The directed share issue comprises a total of 10,000,000 shares at a subscription price of SEK 7.5 per share. Through the share issue, the Company is expected to initially raise SEK 41,294,363 and an additional SEK 33,705,637 before issue costs following the approval by a general meeting. The subscription price corresponds to a discount to today’s closing price of 5.1 percent. The capital infusion supports Dignitana’s continued growth and the strategic transition from older machines to the more efficient DigniCap Delta device. The transition from the C3 model will result in a write-off taken in the 2020 financial statements.
“The additional funding enables Dignitana to significantly accelerate our growth plans focused on DigniCap Delta and reinforces attainment of our long-term financial goals. We are pleased to welcome these new investors – all of whom have joined in our mission to provide superior scalp cooling technology to patients around the world,” said William Cronin, CEO of Dignitana.
The purpose of the share issue and the reason for the deviation from the shareholders' preferential rights is to widen the shareholder base with institutional investors and at the same time, in a timely and cost-efficient manner, raise new equity to enable new investments for accelerated growth. The proceeds will primarily be used to implement the Company’s growth plan with focus on sales of the DigniCap Delta unit in the U.S. market and to strengthen working capital in connection with expansion of the business.
Demand is strong for Dignitana’s new and efficient DigniCap Delta. The replacement of the old C3 devices in the U.S market has gone faster than anticipated and is expected to be completed during the first half of 2021. In connection with the financial statements for 2020, a write-off will therefore be made of the value of all C3 devices. The write-off will amount to approximately SEK 8 million with no cash flow effect.
The directed share issue of in aggregate 10,000,000 shares has been resolved upon by the Board of Directors of Dignitana. The issue of 5,505,915 shares has been resolved upon based on the authorization granted by the Annual General Meeting held on 25 June 2020, while the issue of the additional 4,494,085 shares is subject to the approval of an Extraordinary General Meeting, to be held on 11 January 2021. Notice to the Extraordinary General Meeting will be published in a separate press release.
Assuming that the share issue is approved by the general meeting, the total number of shares in the Company will increase by 10,000,000 shares, from 55,059,155 shares, to 65,059,155 shares. The share capital will increase by SEK 1,000,000, from SEK 5,505,915.5 to SEK 6,505,915.5. The share issue implies a dilution effect of approximately 13.3 percent based on the number of shares in the share issue divided by the total number of shares in the Company after the share issue.
In connection with the share issue the Company has agreed to not carry out any additional equity issues for a period of 180 days after today’s date. In addition, William Cronin (CEO), Karin Almqvist Liwendahl (CFO) and the Company’s Board members, have agreed to, with customary exceptions, not sell any shares in the Company for a lock-up period of 180 days after today’s date.
Certain larger shareholders in Dignitana, who together represent approximately 35.6 percent of the shares and votes in Dignitana, have undertaken to vote in favor of an approval at the Extraordinary General Meeting.
In connection with the share issue, the Company has retained Danske Bank as Sole Bookrunner and Fredersen Advokatbyrå as legal adviser.
For further information, please contact:
William Cronin, CEO of Dignitana, e-mail: firstname.lastname@example.org
This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into, the United States, Australia, Canada, Japan, South Africa, New Zealand, Hong Kong, Singapore or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes are responsible for inform themselves about, and to observe, any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the directed new share issue in the United States or to conduct a public offering of shares in the United States.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore. There will be no public offering of the securities described herein in Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore.
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the directed new share issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Any investment decision in connection with the directed new share issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
None of the Company, the Bookrunner or any of their respective affiliates or their respective directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for 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 are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", and, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or Nasdaq First North Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Dignitana have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Dignitana may decline and investors could lose all or part of their investment; the shares in Dignitana offer no guaranteed income and no capital protection; and an investment in the shares in Dignitana is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the directed new share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Dignitana.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Dignitana and determining appropriate distribution channels.
Every care has been taken into consideration when translating this press release into English. In the event of differences between the English version and the Swedish original, the Swedish version shall apply.
This disclosure contains information that Dignitana 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 22-12-2020 20:07 CET.