Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Läkemedel & Handel |
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Newbury Pharmaceuticals AB (“Newbury” or the “Company”) carries out a directed share issue of approximately 4.7 million shares, corresponding to approximately 24.3 per cent of the number of outstanding shares before the share issue, at a subscription price of SEK 4 per share (the “Share Issue”) to a limited number of current shareholders and new qualified investors. Through the Share Issue, the Company receives gross proceeds of approximately SEK 19 million before transaction costs.
About the Share Issue
The Share Issue consists of a total of 4 737 500 shares. The subscription price in the Share Issue of SEK 4 corresponds to a discount of approximately 9.7 per cent in relation to the trade closing price of the Company’s share on Nasdaq First North Growth Market on March 1, 2024. Through the Share Issue, Newbury receives SEK 18 950 000 before transaction costs.
The Board of Directors of the Company has (i) resolved on the Share Issue of 4 737 500 shares, corresponding to SEK 18 950 000, by virtue of the authorization of the Annual General Meeting on January 10, 2024. The Share Issue is directed to qualified Swedish investors and the current shareholders Johan Orvelin (through AB Slädens Pensionsstiftelse nr 3), Gerhard Dal and Christian Månsson.
Through the Share Issue, the number of outstanding shares in Newbury increases by 4 737 500 shares, from 19 521 154 to 24 258 654 shares, and the share capital increases by SEK 151 116.43 from SEK 622 684.34 to SEK 773 800.77, resulting in a dilution effect of approximately 19.5 per cent based on the total number of shares and votes in Newbury after the Share Issue.
Purpose and use of proceeds
The purpose of raising capital is to strengthen the capital structure in order to continue executing on the growth strategy. Newbury intends to use the proceeds from the share issue for growth purposes enabling the Company to continue its growth journey by launching more products and expanding the portfolio with new products. The net proceeds will be used as described below.
- Investments in regulatory processes - 20%
Primarily financing of regulatory fees paid to authorities related to product approvals. - New licensefees and milestones - 60%
Primarily to finance investments in new product licenses and to finance milestone payments for existing products in the portfolio. - Working capital - 20%
Primarily to finance general working capital needs.
Lars Minor, Chief Executive Officer of Newbury, says:
“We are pleased to announce a strengthening of our capital base which will secure the continued focus on executing our growth plans by launching additional products and building a stronger company for the future.”
The reasons for deviation from the shareholders’ preferential rights and the grounds for the subscription price
Prior to the resolution of the Share Issue, the Board of Directors has carefully considered alternative financing options, including the possibilities of carrying out a rights issue. However, the Board of Directors, after an overall assessment and careful consideration, considers a share issue carried out with deviation from the shareholders’ preferential rights to be a more beneficial alternative for the Company and the Company’s shareholders than a rights issue and that it is objectively in the Company’s as well as its shareholders’ interests to carry out the Share Issue. The Board of Directors has, among other things, considered the following.
- A rights issue would be significantly more time- and resource-consuming compared to the Share Issue, not least due to work related to securing a rights issue, while there are no guarantees that a rights issue would be fully subscribed. A reduced time consumption allows for flexibility for potential investment opportunities in the short term, contributes to reduced exposure to share price fluctuations on the stock market, as well as allows for the opportunity to benefit from current interest in the Company’s share. Moreover, the costs of the Share Issue are considered to be lower than those of a rights issue since, among other things and based on the market volatility that has been observed during 2023 and 2024, such issue would also require significant underwriting commitments from an underwriting syndicate, which would entail additional costs and/or additional dilution for the shareholders depending on the type of remuneration for such underwriting. The Share Issue has, through intensive efforts by the Board of Directors and the advisors, been conducted in a swift and cost-effective manner.
- In contrast to a rights issue, the Share Issue is expected to provide the Company with new shareholders. The Board of Directors’ assessment is that the new shareholders will strengthen the Company’s ownership structure.
- The shareholder base has, through the Share Issue, been additionally strengthened by the subscription from qualified Swedish investors and the current shareholders Johan Orvelin (through AB Slädens Pensionsstiftelse nr 3), Gerhard Dal and Christian Månsson. The reason for partly directing the Share Issue to current shareholders is that these shareholders has expressed and demonstrated 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 as well as significant strategic and long-term value. It is the Board of Directors’ assessment that without the support from the existing shareholders, carrying out a capital raise would not have been possible.
- An additional aspect that speaks in favor of the choice of a directed share issue is that a rights issue, most probably, would have had to be conducted at a not inconsiderable discount, which would lead to larger dilution effects for the Company’s existing shareholders, which has now been avoided through the Share Issue where the subscription price has been set at a discount of approximately 9.7 per cent in relation to the trade closing price of the Company’s share on Nasdaq First North Growth Market on March 1, 2024. From a shareholder perspective, a rights issue at a significant discount also entails a risk of a negative effect on the share price in connection with the execution of the rights issue.
Considering the above, the Board of Directors’ overall assessment is that the reasons for the Share Issue outweigh the reasons for a rights issue, and that a directed share issue is considered to be in the interest of both the Company and all shareholders.
The Board of Directors has, prior to the resolution on the Share Issue, put a lot of emphasis on the subscription price being at market terms in relation to the current share price. The subscription price corresponds to a discount of approximately 9.7 per cent in relation to the trade closing price of the Company’s share on Nasdaq First North Growth Market on March 1, 2024, and has been determined through extensive negotiations at arm’s length basis with the investors and through market sounding conducted by Redeye AB. In light of these negotiations and the market sounding, the Board of Directors’ assessment is that the subscription price has been set at market terms.
Conditions for the Share Issue
Johan Orvelin (through AB Slädens Pensionsstiftelse nr 3) has subscribed for new shares corresponding to approximately SEK 15 million, which will result in an ownership in the company that exceeds 10 per cent of the votes in Newbury. The investor is therefore obliged to notify the investment to the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) in accordance with the Foreign Direct Investment Screening Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar). The investment is thus conditional on the Inspectorate of Strategic Products either not taking any action upon the notification or approving the notification.
Lock-up agreements
In connection with the Share Issue, the Company’s members of the Board of Directors who own shares, as well as members of the Management team, have, subject to customary exceptions, agreed not to, among other things, divest any shares in the Company for a period of 90 calendar days after the settlement day of the Share Issue.
Advisors
In connection with the Share Issue, the Company has engaged Redeye AB (“Redeye”) as Sole Manager and Bookrunner, and Advokatfirman Lindahl as legal advisor.