Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Iconovo AB ("Iconovo" or "the Company") today publishes an information memorandum (the “Memorandum”) regarding the Company’s upcoming rights issue of units, consisting of shares and warrants (together, “Units”), that was announced on 25 September 2024 (the “Rights Issue”). The Memorandum is available on the Company’s website (www.iconovo.se) and on Carnegie’s website (www.carnegie.se). Given full subscription in the Rights Issue, the Company will initially be provided approximately SEK 28.7 million before issue expenses.
Main terms and conditions for the Rights Issue
- One (1) existing share in the Company entitles to one (1) unit right. Three (3) unit rights entitle to subscription of one (1) Unit, consisting of one (1) share and one (1) warrant series TO 1.
- The Rights Issue comprises a maximum of 5,306,125 new shares and 5,306,125 new warrants series TO 1.
- The subscription price in the Rights Issue is SEK 5.40 per Unit, corresponding to SEK 5.40 per share. The warrants series TO 1 are issued free of charge.
- One (1) warrant of series TO 1 entitles to subscription of one (1) new share in the Company, to a subscription price of SEK 5.40 per share from 2 March 2026 to and including 16 March 2026.
- Through the Rights Issue Iconovo can initially receive a maximum of SEK 28.7 million before expenses related to the Rights Issue.
- The subscription period takes place from and including 4 November 2024 to and including 18 November 2024.
- Unit rights not exercised during the subscription period become invalid and lose their value. Trading in unit rights is planned to take place on Nasdaq First North Growth Market from and including 4 November 2024 to and including 13 November 2024. Trading in paid subscribed units (BTU) is planned to take place on Nasdaq First North Growth Market from and including 4 November 2024 to and including 26 November 2024.
- The Rights Issue entails a maximum initial dilution of 25.0 percent. Assuming full subscription in the Rights Issue and full exercise of the warrants series TO 1, there will be an additional dilution effect corresponding to 20.0 percent in relation to the new number of shares after the fully subscribed Rights Issue.
- For complete terms and conditions of the Rights Issue, please refer to the Memorandum that has been published on the Company’s website.
Update regarding subscription undertakings, subscription intentions and guarantee commitments
On 25 September 2024, Iconovo disclosed that the Rights Issue is fully covered by subscription undertakings, subscription intentions and guarantee commitments. The part of the Rights Issue covered by subscription intentions has since then increased in size, from approximately SEK 0.7 million (corresponding to approximately 2.5 percent of the Rights Issue) to approximately SEK 2.5 million (approximately 8.8 percent), following an additional shareholder’s expression of their intention to subscribe for Units in the Rights Issue. As a consequence, the guarantee commitments have been reduced with the corresponding amount, i.e. from approximately SEK 15.7 million (54.9 percent) to approximately SEK 13.9 million (48.6 percent). The subscription undertakings remain at approximately SEK 10.2 million (corresponding to approximately 35.7 percent of the Rights Issue), as well as subscription undertakings in addition to pro rata which remain at approximately SEK 2.0 million (approximately 7.0 percent). Thus, the Rights Issue is fully covered by subscription undertakings (corresponding to approximately 42.6 percent), subscription intentions (8.8 percent) and guarantee commitments (48.6 percent).
Guarantee commitments entitle to a cash remuneration of 6.0 percent of the guaranteed amount. No remuneration is paid for subscription undertakings. Neither the subscription undertakings nor the guarantee commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.
Additional information about the parties that have provided subscription undertakings, subscription intentions and guarantee commitments can be found in the Memorandum.
Investor presentations
Due to the Rights Issue, the Company’s CEO, Johan Wäborg, will host digital investor presentations on Tuesday 5 November 2024, at 1–2 PM (CET), and Wednesday 6 November 2024, at 1–2 PM (CET), respectively.
- Please use the following link to attend the investor presentation on 5 November, 1–2 PM: https://tinyurl.com/mr2nruvx
- Please use the following link to attend the investor presentation on 6 November, 1–2 PM: https://tinyurl.com/359rek4d
Preliminary time table for the Rights Issue
31 October 2024 | Record date for participation in the Rights Issue. |
4 – 18 November 2024 | Subscription period. |
4 – 13 November 2024 | Trading in unit rights. |
4 – 26 November 2024 | Trading in paid subscribed units (BTU). |
19 November 2024 | Planned date for disclosure of the outcome of the Rights Issue. |
From 2 December 2024 | Trading in new shares.* |
*Note that depending on different routines at different banks and custodians the trading may begin before or after this date. |
Advisors
Iconovo has engaged Penser by Carnegie, Carnegie Investment Bank AB (publ), and Setterwalls Advokatbyrå AB as financial and legal advisors in connection with the Rights Issue.
For more information, please contact:
Johan Wäborg, CEO
Tel: +46 707 78 51 71
E-mail: johan.waborg@iconovo.se
About Iconovo
Iconovo (Nasdaq First North Growth Market: ICO) develops new inhaled medicinal products in collaboration with international pharmaceutical companies. The company provides several types of patent-protected inhalers that can generate significant commercial opportunities in the development of novel pharmaceuticals and vaccines and at patent expirations for established pharmaceuticals. The most advanced project is a generic version of the asthma and COPD product Symbicort® which is expected to reach the market in 2026. Iconovo plans to market this product in the Nordic region through its subsidiary Iconovo Pharma, while the company's partner Amneal Pharmaceuticals has the rights in other parts of Europe and the United States.
Certified Adviser is Carnegie Investment Bank AB (publ).
Important information
Iconovo (Nasdaq First North Growth Market: ICO) develops new inhaled medicinal products in collaboration with international pharmaceutical companies. The company provides several types of patent-protected inhalers that can generate significant commercial opportunities in the development of novel pharmaceuticals and vaccines and at patent expirations for established pharmaceuticals. The most advanced project is a generic version of the asthma and COPD product Symbicort® which is expected to reach the market in 2026. Iconovo plans to market this product in the Nordic region through its subsidiary Iconovo Pharma, while the company's partner Amneal Pharmaceuticals has the rights in other parts of Europe and the United States. Certified Adviser is Carnegie Investment Bank AB (publ).
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Iconovo. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for Units in Iconovo will only be made through the Memorandum that the Company has published on 30 October 2024 on Iconovo’s website www.iconovo.com. The Memorandum does not constitute a prospectus as defined in the provisions of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council (“Prospectus Regulation”) and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offering in the Memorandum is exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2, Section 1 of the EU Prospectus Regulation (Supplemental Provisions) Act (2019:414) due to the fact that the amount offered by the Company to the public is less than EUR 2.5 million. This release is not a prospectus in accordance with the definition in the Prospectus Regulation and, accordingly, does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Iconovo. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Memorandum. Thus, investors are encouraged to review the Memorandum in its entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Iconovo have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the European Union (“EU”), such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
Since Iconovo conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). Iconovo will, no later than in connection with the publication of the Memorandum, publish more information about this on Inconovo’s website, www.iconovo.com.