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Beskrivning
| Land | Norge |
|---|---|
| Lista | 12 |
| Sektor | Hälsovård |
| Industri | Bioteknik |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH OR NORWEGIAN LAW.
Genetic Analysis AS ("GA" or the "Company") is pleased to announce that it has successfully placed a directed issue on basis of commitments received from current major shareholders. The board of directors of GA have approved the subscriptions of 14,889,576 new shares at a subscription price of NOK 0.86 per share (the "Directed Issue") and will propose the issue to be approved on the Annual General Meeting (AGM) that is to be held on May 19th, 2025. Through this issue, the Company will raise approximately NOK 12.8 million before transaction related costs of approx. NOK 0.6 million. Subscribers of the Directed Issue is a group of existing shareholders, including the Company's main shareholder Bio-Rad Laboratories and Board of Directors and management. The subscription price of the Directed Issue of NOK 0.86 equals the average volume weighted trading price on Spotlight Stock Market the last 15 trading days up to and including 24 May 2024. The Company has further received committed innovation grant financing related to further development of the Company's' diagnostic product related to Clostridium difficile of NOK 1,125 million, conditional on the Company raising at least NOK 2.5 million in proceeds from an equity offering.
The Directed Issue
GA is pleased to announce that it has received subscriptions in a conditional share issue. Received subscriptions amount to 14.889.576 new shares at a subscription price of NOK 0.86 per share (the "Directed Issue"), through which the Company may raise approximately NOK 12.8 million before transaction related costs. The board have approved the subscriptions and will propose the issue to be approved on the Annual General Meeting (AGM) that is to be held on May 19th ,2025. The issue is included in the notice for the AGM published today. The subscribers, who are among the larger shareholders of the company have given authorisation to the CEO to subscribe for the shares in the coming AGM.
The subscription price of the Directed Issue of NOK 0.86 equals the average volume weighted trading price on Spotlight Stock Market the last 15 trading days up to and including 24 April 2025.
The board of directors invited a limited number of existing shareholders as well as proposed board members to subscribe for shares in the issue. The board of directors (incl proposed new members) and management has subscribed for 23% of the proposed issue.
The Directed Issue entails a deviation from existing shareholders' preferential rights to subscribe for new shares in the Company. The Company's board of directors has investigated the conditions and carefully considered the possibility of carrying out a preferential rights issue to raise the necessary capital as an alternative to a directed issue. The board of directors has concluded that a preferential rights issue would entail a significantly longer completion period and thus greater exposure to share price fluctuations in the stock market in comparison to a directed issue and may lead to the Company losing the opportunity to make value-driving investments in the business that will be beneficial to all shareholders. Against the background of decreasing liquidity, prevailing sentiment and the volatility that has been observed in the stock market for smaller growth companies recently, which also continues to prevail, the board of directors has assessed that a preferential rights issue would require significant underwriting from a consortium of guarantors, which if feasible at all would entail substantial costs and/or further dilution for the shareholders depending on the type of remuneration paid for such underwriting commitments. In addition, a preferential rights issue would likely have been made at a lower subscription price, given the recent discount levels for preferential rights issues in the market.
The board of directors' overall assessment is thus that the reasons for conducting the Directed Issue in this manner outweighs the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and the board of directors is of the opinion that the Direct Issue is in the common interest of the Company and its shareholders. The board of directors have also observed the share price development recently and are aware of the difference between the subscription price and the latest trading price on Spotlight Market.
On this basis it is the board of directors' intention to carry out a Subsequent Offering directed towards shareholders of the Company who were not invited to participate in the Directed Issue (the Subsequent Offering) in order to mitigate the dilutive effects of the Directed Issue and also provide such shareholders with the opportunity to subscribe for new shares at the same subscription price as applied in the Directed Issue. Based on subscriptions in the Directed Issue a Subsequent Offering will be for subscription of shares totalling around NOK 6 million.
A Subsequent Offering is inter alia dependent upon that the Directed Issue is approved by the AGM and that the AGM resolves to issue a board authorisation to increase the share capital of the Company. The board of directors reserves the right at its sole discretion to decide that a Subsequent Offering shall not be carried out or be cancelled.
Further details and exact timing, including at what date the shares will trade without rights to participate in the Subsequent offering will be announced after the AGM.
The Directed Issue is conditional on approval of the AGM and the Company receiving payment for all new shares allocated in the Directed Issue by the respective investors, the share capital increase pertaining to the new shares being registered with the Norwegian register of Business Enterprises and the new shares being validly registered and issued in the VPS.
The proceeds from the issue will enable the Company to use additional resources to follow up the existing cooperation with Ferring as mentioned in a press release from 20. December 2024 and work to establish additional business cooperation's within the microbiome field. The need for diagnostics like GA-map® that will facilitate base line diagnostics and follow up patients undergoing treatment with the new microbiota altering drugs are expected to see huge growth in the coming years and will provide a significant market potential for current and future products based on the GA's technology.
An additional but not decisive reason for carrying out the issue is the Grant described below.
The Innovation Grant The Company has received committed grant offer from Innovation Norway related to further development of the Company's' diagnostic product related to Clostridium difficile of NOK 1,125 million (the "Innovation Norway Grant"), conditional on the Company raising at least NOK 2.50 million in proceeds from an equity offering (the "Innovation Norway Condition").
Shares and share capital
The Directed Issue entails a dilution effect of approximately 30 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of shares and votes in the Company increases by 14,890,576 from 49,383,271 to 64,273,847. The share capital increases through the Directed Issue by NOK 8,934,345,60 from NOK 29,629,962.60 to NOK 38,564,208,20.
Financial Risk
The Company currently has restricted available liquidity to operate its business if it wants to strengthen its efforts within sales and marketing as well as continue existing development projects. Even though the company have seen gradual improvements in sales and have held a tight cost control it is the boards assessment that the issue and the additional financial flexibility will facilitate additional efforts within sales and marketing and the continuation of interesting development projects and thereby be positive for all shareholders in the medium to long term.
The Company have explored alternatives to a direct issue and found that they are difficult to access and if available only on terms that is exceptionally diluting for the shareholders. If the Company fails to raise additional new capital, the Company will need to explore alternative strategic measures over time, and if not successful, may not be able to sustain its current business plan.
The Directed Issue is subscribed by the following parties:
| Subscriber | Amount in NOK |
| BioRad Inc | 4,693,500 |
| Muen Invest AS | 860,000 |
| Ochrino AS | 752,500 |
| Finn Ørjan Sæle | 516,000 |
| Gerhard Dahl | 500,004 |
| S.Munkhaugen AS | 450,000 |
| LJM AS | 344,000 |
| Lucellum AS | 301,000 |
| Erik Gjone | 301,000 |
| Ole Andreas Baksaas | 301,000 |
| Per Anton Invest AS | 215,000 |
| Arvo Invest AS | 215,000 |
| Michelet Consult AS | 129,000 |
| Lemica AS | 100,000 |
| Karlander Invest AS | 100,000 |
| Kess Investments AS | 51,376 |
| Total | 9,829,380 |
The following members of Board & Management have participated in the offering:
| Subscriber | Amount - NOK |
| Kagge AS (Thorvald Steen - Board member) | 800,015 |
| Tind AS (Rune Sørum - Board members) | 215,000 |
| Jurs AS (Morten Jurs - proposed Chairperson of the Board) | 300,000 |
| Meje AB (Ove Öhman - proposed Board member) | 494,500 |
| InVitroDia AS (Ronny Hermansen - CEO) | 301,000 |
| Tore Grøttum - Interim CFO | 516,000 |
| Cristina Casén - SVP Clinical & Medical | 300,000 |
| Kari Furu - Head of Commercial | 30,000 |
| Lars Tiller - Head of Operations | 20,000 |
| Total | 2,976,515 |
| Grand Total | 12,805,895 |