NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO
The board of directors of
The board of directors of
Summary
- The board of directors announces today the intention to resolve on the Rights Issue. The board of directors decision is planned to take place on or around
July 5 2024 , provided that the annual general meeting on28 June 2024 votes in favour of the proposed issue authorisation. The board of directors’ decision, including all material terms for the Rights Issue, will be announced through a separate press release immediately following the board of directors’ decision. - The Rights Issue comprises a maximum of 6,254,559 Shares. Upon full subscription of the Rights Issue, PMDS will receive approximately
SEK 27.5 million , before issue costs. - The Rights Issue is covered up to 80 percent by underwriting commitments.
- Those who are registered as shareholders on the record date, which is estimated to be around
August 15 2024 , will receive one (1) subscription right for each one (1) share held on the record date. Ten (10) subscription rights will entitle to subscription of three (3) newly issued shares. - The subscription period for the Rights Issue is expected to take place from
August 19 2024 toSeptember 2 2024 . - To ensure the Company's liquidity needs until the Rights Issue is completed, the Company has taken out bridge loans totalling
SEK 12.0 million from Fenja Capital I A/S, Råsunda Förvaltning AB andGerhard Dal . - The Company intends to prepare an information memorandum regarding the Rights Issue, which is expected to be published around
August 16 2024 (the “Information Memorandum”).
"At LSIF we are very pleased to play an important role in this financing round in
Background and rationale in summary
With the evolution of PMDS' business model to include Hospital At Home, and the recent acquisition of the US Remote Patient Monitoring business, PMDS has decided to take this opportunity to both accelerate its
Updating ARR Financial Target
PMDS has evaluated its US business and the progress with the
Expected use of proceeds from the Rights Issue
Upon full subscription in the Rights Issue, PMDS will initially receive approximately
As PMDS continues to work towards its target of achieving significant Annual Recurring Revenue (ARR) to have positive cash flow by year end, PMDS will use the proceeds for both supporting the net cash requirements of each main business unit for the coming months, in addition to improving the balance sheet. It is indicatively expected that the net proceeds of approximately max.
- 20% will be used for supporting US operations
- 6% will be used to support scaling
UK sales activities - 14% for supporting group operations
- 60% to be used to support balance sheet improvements, including repayment of bridge loans
Indicative terms of the Rights Issue
The board of directors intends to resolve on the Rights Issue on the following indicative terms:
- Those who are registered as shareholders on the record date, which is estimated to be around
August 15 , will receive one (1) subscription right for each one (1) share held on the record date. Ten (10) subscription rights will entitle to subscription of three (3) newly issued shares. - The subscription price will be
SEK 4.40 per share. - The Rights Issue consists of a maximum of 6,254,559 new shares. Upon full subscription in the Rights Issue, the Company will receive approximately
SEK 27.5 million , before issue costs, which are estimated to amount to approximatelySEK 5.8 million . The Company's share capital may increase bySEK 32,032,581.08 , fromSEK 106,775,270.26 toSEK 138,807,851.34 . - The subscription period for the Rights Issue is expected to take place from
August 19 2024 toSeptember 2 2024 . - Upon full subscription of the Rights Issue, existing shareholders who choose not to participate in the Rights Issue, will experience a dilution of approximately 23.1 percent.
- Trading in paid interim shares (BTA) is expected to take place during the subscription period until conversion if BTA into shares following the registration at the Swedish Companies Registration Office. Such registration is expected to take place around week 38, 2024.
Underwriting commitments
The Rights Issue is partially covered by underwriting commitments to 80 percent. The underwriting commitments have been provided by a consortium of external investors led by
For underwriting commitments, an underwriting compensation of fifteen (15) percent of the underwritten amount is paid in cash, or twenty (20) percent of the underwritten amount in newly issued shares. In the event of an directed share issue to underwriters, it has been agreed, following negotiations with the underwriters with support of advisors, that the subscription price will be the same as in the Rights Issue. Underwriting commitments have not been secured by way of advance transactions, bank guarantees or similar meaures.
Information memorandum
Provided that the Rights Issue is resolved on by the board of directors, the Company will publish an information memorandum containing complete terms and conditions for the Rights Issue and other information about the Company.
Indicative timetable, all dates referring to 2024
Around | Resolution on the Rights Issue and announcement of final terms of the Rights Issue. |
Around | Last day of trading of shares in PMDS including the right to receive subscription rights. |
Around | First day of trading of shares in PMDS excluding the right to receive subscription rights. |
Around | The record date for receiving subscription rights. Shareholders who are registered in the share register kept by |
Around | The information memorandum with regards to the Rights Issue is expected to be published. |
Around | Trading with subscription rights on Nasdaq First North Growth Market. |
Around | The Subscription Period for the Rights Issue. |
Around | The announcement of the outcome of the Righs Issue is expected to be published. |
Bridge financing
In order to secure the Company's liquidity needs until the Rights Issue has been completed, the Company has raised bridge loans of
Market update regarding business model
PMDS is evolving into a
With the evolution of PMDS' business model to include Hospital At Home, and the recent acquisition of the US Remote Patient Monitoring business, PMDS has decided to take this opportunity to accelerate both its
Advisors
Stockholm Corporate Finance is acting as financial adviser to the Company in the Rights Issue. Eversheds Sutherland Advokatbyrå AB is acting as legal adviser to the Company. Nordic Issuing act as issuing agent in the Rights Issue.
For further information, please contact:
Tel: +353 86 887 4994
E-mail: myles@pmd-solutions.com
About
This information is such that
IMPORTANT INFORMATION
This press release is not an offer to subscribe for shares in PMDS and investors should not subscribe or acquire any securities. Invitation to concerned persons to subscribe for shares in PMDS will only be made through the Information Memorandum.
This press release shall not, directly or indirectly, be released, published or distributed in or to
There is no intention to register any portion of the offer in
The Company has not authorized any offer to the public with regards to the shares or rights that are referred to in this communication in any member state of the European Economic Area (''EEA'') besides
In the
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