Acarix carries out a directed issue of shares to guarantors in conjunction with the oversubscribed rights issue
Malmö, Sweden September 29, 2020
Acarix carries out a directed issue of shares to guarantors in conjunction with the oversubscribed rights issue
Acarix AB (”Acarix” or the "Company") has, as previously announced, completed the rights issue of shares amounting to approximately SEK 56 million, which was announced on 15 July 2020 and approved by the extraordinary general meeting on 11 August 2020 (the ”Rights Issue”). In connection herewith, in accordance with the guarantee undertakings that have been entered into, a directed issue of shares is carried out to the guarantors in the Rights Issue who have chosen to receive guarantee commission in the form of newly issued shares in the Company (the “Compensation Issue"). The subscription price in the Compensation Issue is set at SEK 0.712 per share and payment is made through set-off of the guarantors' claims.
As previously communicated in conjunction with the Rights Issue, the guarantors had, in accordance with the guarantee undertakings entered into, the opportunity to choose to receive guarantee commission in the form of cash or newly issued shares in the Company. A number of guarantors have chosen to receive the guarantee commission in the form of newly issued shares. As a result, the Board of Directors, pursuant to the authorization from the annual general meeting on 14 May 2020, has resolved on the Compensation Issue, which comprises a total of 3,194,656 shares.
Payment in the Compensation Issue is made by setting off the respective guarantor's claim for guarantee commission. The subscription price has been set at SEK 0,712 per share, which corresponds to 85 percent of the volume weighted average price for Acarix shares during the subscription period from 21 August 2020 to 4 September 2020. All shares in the Compensation Issue have been subscribed for and allotted. Through the Compensation Issue, the number of shares in Acarix increases by 3,194,656 shares to a total of 141,045,437 shares, and the share capital increases by a total of SEK 31,946.56 to SEK 1,410,454.37. The dilution from the Compensation Issue amounts to approximately 2.3 percent. The above information is calculated on the number of shares outstanding in the Company after the recent registered Rights Issue at the Swedish Companies Registration Office.
Redeye AB is acting as financial adviser and Baker McKenzie is acting as legal adviser to Acarix in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is acting as issuing agent.
The information in this press release has been published through the agency of the contact persons below at the time and date indicated by GlobeNewswire, the news distributor of Acarix AB, in conjunction with the publication of this press release. The persons below can also be contacted for further information.
Per Persson, VD Acarix AB,
+46 (0)73 600 59 90,
Christian Lindholm, CFO Acarix,
+46 (0)70 511 83 33,
Acarix was established in 2009 and is listed on Nasdaq First North Premier Growth Market (ticker: ACARIX). Acarix’s CADScor®System uses an advanced sensor placed on the skin above the heart to listen to the sounds of cardiac contraction movement and turbulent flow. It has been designed to be an all-in-one system in the sense that the heart signal will be recorded, processed, and displayed as a patient specific score, the CAD-score, on the device screen. Readout is obtained in less than 10 minutes. Safe and suitable for use in both out- and inpatient settings, the CADScor®System thus has the potential to play a major role in patient triage, avoiding the need for many patients to undergo stressful invasive diagnostic procedures. Wildeco Ekonomisk Information AB (+46 8 545 271 00, firstname.lastname@example.org) is Certified Adviser to Acarix. For more information please visit www.acarix.com
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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 an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acarix in any jurisdiction, neither from Acarix nor from someone else.
This press release is not a prospectus for the purposes the (EU) 2017/1129 Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth prospectus including published supplements, has been prepared by the Company and published on the Company's web page.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. 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. Redeye is acting for Acarix in connection with the Rights Issue and no one else and will not be responsible to anyone other than Acarix for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group 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", 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. Although 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 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 it is not 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 Acarix 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 Acarix may decline and investors could lose all or part of their investment; the shares in Acarix offer no guaranteed income and no capital protection; and an investment in the shares in Acarix 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 Rights Issue.
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 Acarix.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Acarix and determining appropriate distribution channels.
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