NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The subscription period of the rights issue of units consisting of shares and warrants in SciBase Holding AB (publ) ("SciBase" or the "Company") ended on May 26, 2020 with the outcome that the rights issue was heavily oversubscribed. SciBase will receive proceeds from the issue amounting to SEK 24.9 million before transaction costs, excluding the additional capital contribution that may come from the exercise of the warrants in October 2020.
- 17,977,344 units were subscribed for by exercise of unit rights. In addition, applications for subscription without unit rights corresponding to 50,608,560 units have been received
- The rights issue was fully secured through subscription undertakings of approximately SEK 4.1 million and guarantee commitments of approximately SEK 20.8 million
- No guarantee commitments have been utilized
"We are very pleased to have finalised the rights issue so successfully, especially in the current financial environment. We thank the investors who have subscribed in the rights issue and we will continue to work hard to deliver further milestones in line with the strategy we have laid out over the past months." says Simon Grant, CEO SciBase.
The outcome shows that 17,977,344 units, have been subscribed for by exercise of unit rights. In addition, applications for subscription without unit rights have been received for 50,608,560 units. Accordingly, the rights issue is heavily oversubscribed and the guarantee commitments that have been provided in the rights issue have consequently not been utilized.
The rights issue will provide SciBase with SEK 24.9 million before transaction costs, which are estimated to amount to approximately SEK 5.2 million. The rights issue consists of 19,941,721 units, each consisting of one (1) share and one (1) warrant free of charge, which can be used for subscription of one (1) new share in the Company during the period October 5 - October 16, 2020 at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1.00 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised.
The number of shares in SciBase is increased by 19,941,721, from 16,618,101 to 36,559,822 through the rights issue. At full exercise of all warrants issued in the rights issue, the number of shares in the Company will increase further with a maximum of 19,941,721 additional shares.
The last day of trading in the paid-up subscribed units ("BTU") is expected on or around June 4, 2020. The new shares and warrants that are subscribed for in the rights issue are expected to be registered with the Swedish Companies Registration Office ("SCRO") on or around June 8, 2020.
Allocation of units subscribed for without unit rights will be made in accordance with the principles outlined in the prospectus. As confirmation of allocation of units subscribed for without unit rights, a contract note will be sent to those who have been allocated units on or around May 29, 2020. No communication will be sent out to those who have not been allocated units. Subscribed and allocated units must be paid for in cash in accordance with the instructions in the contract note sent to those who have been allocated units. Shareholders with nominee-registered holdings will receive confirmation of the allocation in accordance with the procedure of the respective nominee. Only those who are allocated units will be notified.
Vator Securities is financial advisor and Setterwalls Advokatbyrå is legal adviser to SciBase in connection with the rights issue.
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Tel: +46 8 409 421 20
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.
This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus which has been published.
This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and beyond the Company's control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Information to distributors
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) national 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 offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares 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 issues.
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, purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.