The Rights Issue in short:
- The Offer is comprised by a maximum of 1,832,907,879 new shares of the Company, each of a nominal value of
DKK 0.01 , and in the event of full subscription of the Rights Issue, the share capital of the Company will be increased by nominallyDKK 18,329,078.79 (equivalent to a total issue of 1,832,907,879 new shares). -
The new shares are offered to the public with pre-emptive subscription rights ("Pre-Emptive Rights") for existing shareholders. Each holder of existing shares registered with
Euronext Securities on10 June 2024 (the record date) at5:59 pm CET as a shareholder in the Company will be allocated eleven (11) Pre-Emptive Rights for each existing share. For each (1) Pre-Emptive Right, the holder is entitled to subscribe for 1 new share at a subscription price ofDKK 0.01 per new share. -
The subscription price is
DKK 0.01 per new share. -
The subscription period of the Rights Issue will commence on
11 June 2024 at9:00 am CET and will close on24 June 2024 at5:00 pm CET . DanCann Pharma has received guarantee commitments (i.e. commitments to subscribe for shares) of approximatelyDKK 8.959 million , which corresponds to approx. 48.88% of the issue volume, of which (i) approximatelyDKK 5.5 million consists of bottom-up guarantee commitments, and (ii) approximatelyDKK 3.459 million consists of top-down guarantee commitments.-
In the event of full subscription of the Rights Issue, the Company's gross proceeds will be
DKK 18,329,078.79 (before transaction costs). -
The result of the Rights Issue will be communicated in a company announcement expected to be published no later than three trading days after the expiry of the subscription period, and the result of the Rights Issue is therefore expected to be announced on
27 June 2024 . - The New shares issued in the Rights Issue will carry the same rights as the existing shares of the Company.
Background and motive
To achieve this and secure the necessary capital, the Company is now conducting this Rights Issue. This initiative is primarily driven by (1) new submissions, where the Company aims to introduce 4-6 new cannabinoid medicines under the Pilot Programme during 2024-2025, and (2) the need to rebuild the Company's capital structure, including the elimination of outstanding debt and current convertible bonds.
Guarantee commitments
In addition to the above, an existing lender of the Company (New Growth Opportunities 2) has committed to convert an outstanding loan of an amount of
Please refer to pages 17-19 of the memorandum for further information regarding guarantee commitments.
Proceeds and transaction costs
In the event of full subscription of the Rights Issue, the Company's gross proceeds will be
The Company intends to use the net issue proceeds of approximately
- Achieving a debt-free status by repayment of the loans listed under "top-down guarantees" in the memorandum: approximately 25%
- Progressing new product submissions (regulatory affairs): approximately 50%
- Penetrate and developing new market shares (DK): approximately 25%
Please refer to page 16 of the memorandum for further information regarding use of proceeds.
Other terms and information of the Rights Issue
- The Rights Issue is based on a pre-money valuation of the Company of
DKK 1,666,279.89 (the total number of shares of the Company being 166,627,989 as of today, and subscription price isDKK 0.01 per share). - The Pre-Emptive Rights have been approved for trading and official listing on Spotlight to the effect that they can be traded on Spotlight during the Rights Trading Period in the temporary ISIN code DK0062956579.
-
The Rights Trading Period (the period in which Pre-Emptive Rights can be traded) commences on
7 June 2024 at9:00 a.m. CET and closes on20 June 2024 at5:00 pm CET .
-
Existing shares traded from
7 June 2024 at9:00 am CET will be traded without Pre-Emptive Rights, provided that the existing shares are traded with customary two-day settlement. -
The Rights Issue is not subject to prospectus requirements, and the Company publishes a memorandum regarding the Rights Issue pursuant to
Spotlight Stock Market's regulations.
Share capital of the Company
As of today, the nominal value of the Company's registered share capital is
In the event of full subscription of the Rights Issue, the share capital of the Company will increase from nominally
Dilution
Upon issue of the new shares, existing shareholders' share of ownership of the Company may be reduced. In the event of full subscription of the Rights Issue, if an existing shareholder refrains from exercising its Pre-Emptive Rights allocated to the existing shareholder in connection with the Rights Issue, the existing shareholder's ownership will be diluted by approximately 91.67%. If the existing shareholders elect to partly exercise the Pre-Emptive Rights allocated to them, the rate of dilution will be between 0 to 91.67% depending on the exercise (in the event of full subscription of the Rights Issue). If the existing shareholders exercise their Pre-Emptive Rights in full, they will not be diluted.
Memorandum
Full terms and conditions for the Rights Issue as well as other information about the Company are set out in the memorandum regarding the Rights Issue that the Company attached to this press release and which can be found on the following link: https://www.dancann.com/rights-issue-2024.
Time plan for the Rights Issue
Date of publication of the memorandum | |
Last trading day with existing shares including pre-emptive rights | |
First trading day with existing shares excluding pre-emptive rights | |
Record date for allocation of pre-emptive rights | |
Period of trading with Pre-Emptive Rights | |
Period of trading with temporary Shares | |
Subscription Period |
11 June at |
Announcement of the outcome of rights issue | |
Date of registration of the capital increase with the | |
First day of trading with new shares |
Please note that adjustments may be made to the time plan.
For further information regarding the Rights Issue, please contact:
E-mail: jkr@dancann.com
Advisors
Mazanti-Andersen is acting as the legal adviser of
Nordic Issuing acts as issuing agent.
About
For more information, visit: www.dancann.com
Forward-looking-statement:
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company's business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company's research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
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