THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, DISTRIBUTED OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
”We and our principal shareholders are very pleased to be able to complete this cost-effective capital raise that increases the Company’s financial flexibility and enables the start of the POINTER study according to plan,” says
The Directed Share Issue
The Board of Directors of
The net proceeds from the Directed Share Issue are intended to finance:
- study costs associated with the Company’s Phase 2 clinical trial (POINTER), with the goal of further determining the safety, efficacy and optimal dose of RMC-035 in patients undergoing open-heart surgery; and
- extension of the Company’s cash position to support the implementation of the study.
Prior to the resolution on the Directed Share Issue, the Board of Directors has carefully considered alternative financing channels, including the conditions for carrying out only a rights issue. However, the Company’s Board of Directors believes, upon an overall assessment and after careful consideration, that a new share issue with deviation from the shareholders’ preferential rights, together with the subsequent Rights Issue, is a better alternative for the Company and the Company’s shareholders than an isolated rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Share Issue. The Board of Directors has taken the following into account, among other things.
- An isolated rights issue would take a significantly longer time to complete and entail a higher risk for a materially adverse effect on the share price, particularly in light of the market volatility and the challenging market conditions. By initially carrying out the Directed Share Issue, the Company can better manage these market risks.
- The main reason for the Directed Share Issue being directed to certain existing shareholders is that these have expressed and shown a long-term interest in the Company, which, according to the Board of Directors, creates security and stability for both the Company and its shareholders. At the same time, other shareholders are given the opportunity to defend their ownership in the Rights Issue.
- To carry out a directed share issue can be made at lower costs and with less complexity than a rights issue that had not been combined with the Directed Share Issue. In light of the market volatility, the Board of Directors has assessed that a rights issue, without the implementation of the Directed Share Issue, would also require a rather significant underwriting from a guarantor syndicate that would entail additional costs and/or additional dilution depending on the type of remuneration for such underwriting. As the Company’s short-term capital needs are secured through the Directed Share Issue, the Rights Issue can be carried out without underwriting commitments.
- Through the Directed Share Issue, the Company can ensure a strong balance sheet in the prevailing market situation.
The Board of Directors’ overall assessment is thus that the reasons for carrying out the Directed Share Issue partly outweigh the reasons that justify the main rule that new share issues shall be carried out with preferential rights for the shareholders, and partly that the Directed Share Issue with the subsequent Rights Issue is the most advantageous alternative for the Company, creates value for the Company, and may be considered to be in the interest of both the Company and all shareholders.
The Board of Directors has, prior to the resolution on the Directed Share Issue, placed great importance on ensuring that the subscription price shall be on market terms in relation to the prevailing share price. The subscription price has been determined through extensive arm’s length negotiations with the investors in consultation with Pareto, and by sounding the market taking into account the feedback received by the Company from investors. At the same time, other shareholders are given the opportunity to invest in the Company at the same subscription price as in the Directed Share Issue in the Rights Issue. It is thus the Board of Directors’ assessment that the subscription price has been secured on market terms.
The Directed Share Issue entails a dilution of approximately 16.5 percent of the number of shares and votes in the Company (calculated as the number of newly issued shares divided by the total number of shares in the Company after the Directed Share Issue). Through the Directed Share Issue, the number of shares and votes in the Company will increase by 1,994,373, from 10,061,615 to 12,055,988. The share capital will increase by
Settlement of the Directed Share Issue is expected to take place on or about
Repair issue – The Rights Issue
In order to compensate the shareholders who did not participate in the Directed Share Issue, and subject to the EGM resolving to authorize the Board of Directors to issue new shares, it is the intent of the Board of Directors to launch the Rights Issue. Participants in the Directed Share Issue have, expressed interest to subscribe for shares without preferential rights in the Rights Issue but agreed to not exercise or transfer any subscription rights obtained in the Rights Issue, meaning that other shareholders have the opportunity to compensate themselves against the dilution that the Directed Issue entails.
Principal shareholders, who together hold approximately 41.1 percent of the shares and votes in
Lock-up undertakings
In connection with the Directed Share Issue, the Company has, subject to customary exceptions, agreed to a lock-up undertaking on future share issuances, with exception of the Rights Issue, for a period of 180 days after the first settlement in the Directed Share Issue. In addition, members of the Company’s Board of Directors and management holding shares and/or options, have, subject to customary exceptions, agreed to not sell their shares and/or options in the Company for a period of 180 days after the first settlement in the Directed Share Issue.
Advisors
For further information, please contact:
Tobias Agervald, CEO
Telephone: +46 8 670 65 51
E-mail: info@guardtherapeutics.com
IMPORTANT INFORMATION
Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the Company in any jurisdiction where such an offer or solicitation would be illegal. In each Member State of the European Economic Area (“EEA”), this press release is directed only to “qualified investors” in the Member State in accordance with the Regulation (EU) 2017/1129 of the
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
This press release is not a prospectus for the purposes of 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 shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. A prospectus, equivalent to an EU growth prospectus, regarding the Rights Issue described in this press release will, however, be prepared by the Company. The prospectus is to be reviewed and approved by the
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, 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 the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, 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. Even if the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize 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, which are 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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 markets 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 issued shares have been subject to a product approval process, which has determined that the 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer’s product approval process in the
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.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
As
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