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Beskrivning

LandSverige
ListaSpotlight
SektorHälsovård
IndustriMedicinteknik
SyntheticMR är ett medicinteknik-bolag som är verksamma inom utveckling av analys - och avbildningsmetoder. Tekniken används huvudsakligen för magnetisk resonanstomografi (MR) inom sjukvården. Tekniken baseras på kvantifieringsbaserad metod som ämnar öka effektiviteten och kvalitén i nuvarande MR-undersökningar. Bolaget etablerades under 2007 och har sitt huvudkontor i Linköping.
2022-03-10 23:00:00

The Board of Directors of SyntheticMR AB (publ) ("SyntheticMR" or the "Company") has in accordance with what was announced in the Company's press release earlier today resolved to carry out a directed new issue of 1,250,000 shares, at a subscription price of SEK 48 per share, entailing proceeds of SEK 60 million before transaction costs (the "Directed Share Issue"). The subscription price was determined through an accelerated book-building procedure conducted by Carnegie Investment Bank AB (publ) ("Carnegie") as Sole Global Coordinator and Sole Bookrunner Bookrunner. The Directed Share Issue was oversubscribed and a number of Swedish and international institutional investors, including certain existing shareholders, participated in the transaction. Among those, Nortal Investments AB, Invium Partners[1], Swedbank Robur Fonder, Handelsbanken Fonder, Coeli Asset Management AB, Nordea Fonder, Brohuvudet AB and Funds managed by Aktia Asset Management. The Directed Share Issue is subject to subsequent approval by the Extraordinary General Meeting, expected to be held on 29 March 2022. The Company will shortly publish a separate notice to the Extraordinary General Meeting.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

The Company has completed the accelerated book-building procedure announced by the Company earlier today. The Board of Directors of SyntheticMR has, subject to subsequent approval by an Extraordinary General Meeting, resolved to carry out a directed new issue of 1,250,000 shares, at a subscription price of SEK 48 per share, consequently raising proceeds of SEK 60 million before transaction costs. The investors in the Directed Share Issue consist of a number of Swedish and international institutional investors including the Company's largest shareholder, Nortal Investments AB, in accordance with what was previously communicated regarding Nortal Investments AB's commitment to subscribe for shares in the Directed Share Issue.

SyntheticMR intends to use the net proceeds from the Directed Share Issue to strengthen its financial position and continue to execute on the Company's commercialisation strategy. This includes:
  • Invest in commercial resources and increase penetration in existing and new customer segments, further establishing the recurring revenue business model and workflow improvements to be standard of care.
  • Strengthen and accelerate research and product development, including the next generation of 3D SyMRI, and expand product offering into additional body part applications.
  • Accelerate market access in the US, EU, India, Japan and expand into new markets such as Brazil, Canada, China, South Korea and Southeast Asia.
  • Further scale-up of resources and capacity within M&A.

The Board of Directors of the Company deems, after an overall assessment and careful consideration, that a new share issue with deviation from the shareholders' preferential rights is a more justified alternative for the Company's shareholders than a rights issue and that it is objectively in the best interest of both the Company and its shareholders to carry out the Directed Share Issue. The Board of Directors' assessment is based on the fact that the Directed Share Issue enables the Company to raise capital quickly and efficiently, which in turn provides flexibility for potential investment possibilities in the short term, contributes to reduced exposure to price fluctuations on the capital market as well as provides the opportunity to benefit from the current interest in the Company's share among potential institutional investors. In addition, the Board of Directors has a positive view on an increased shareholding in the Company among institutional investors. Lastly, the Company considers that the dilution effect of the Directed Share Issue will be limited.

Prior to the resolution of the Directed Share Issue, the Board of Directors of the Company has placed particular attention to ensure that the subscription price is in accordance with market conditions in relation to the current share price. It is therefore the Board of Directors' assessment that the subscription price in the Directed Share Issue all together is in accordance with market conditions.

The Directed Share Issue entails a dilution of approximately 3 percent of the number of shares and votes in the Company (calculated as the number of newly issued shares divided by the total number of shares in the Company after the Directed Share Issue). Through the Directed Share Issue, the number of shares and votes in the Company will increase by 1,250,000 from 40,400,780 to 41,650,780. The share capital will increase by SEK 27,750.0000 from SEK 896,897.3160 to SEK 924,647.3160.

In connection with the Directed Share Issue, the Company has undertaken, on customary terms and subject to certain exemptions, not to issue additional shares for a period of 180 calendar days after the settlement date of the Directed Share Issue. In addition, the members of the Board of Directors and shareholding members of the senior management have undertaken not to, subject to customary exceptions, divest any shares in the Company for a period of 180 days from the settlement date.

Advisers

Carnegie acts as Sole Global Coordinator and Sole Bookrunner in connection with the Directed Share Issue. Baker & McKenzie Advokatbyrå KB acts as legal advisor to the Company in connection with the Directed Share Issue.

For more information, please contact:

Ulrik Harrysson, CEO
+46 70 529 29 87
ulrik.harrysson@syntheticmr.com

Johanna Norén, CFO and Head of Investor Relations
+46 70 619 21 00
johanna.noren@syntheticmr.com

This information is information that SyntheticMR AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at 23:00 CET on 10 March 2022. The responsible persons above may be contacted for further information.

About SyntheticMR

SyntheticMR AB develops and markets innovative software solutions for Magnetic Resonance Imaging (MRI). SyntheticMR AB has developed SyMRI®, delivering multiple, adjustable contrast images and quantitative data from a single 6-minute scan. The SyMRI product is available in different packages. SyMRI NEURO delivers multiple contrast images, tissue segmentations and quantitative data on the brain. SyMRI MSK provides multiple contrast images and quantitative data for MSK anatomies. SyMRI NEURO is CE-marked and FDA 510(k) cleared and SyMRI MSK is CE-marked. SyMRI is a registered trademark in Europe and the USA. SyntheticMR is listed on the Spotlight Stock Market in Stockholm, Sweden. For more information, visit www.syntheticmr.com.

Important information

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 the Company in any jurisdiction, neither from the Company nor from someone else.

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 new shares. Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Carnegie. 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. Carnegie is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This announcement does not constitute a recommendation concerning any investor's option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

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.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

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"); 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.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 Spotlight Stock Market's rules.

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 The Company 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 "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company 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 Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 UK MiFIR; 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 the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

[1] (http://applewebdata://0DC8A30C-2EE6-4054-B649-3223354E5F76#_ftnref1) Investors related to Invium Partners through endowment insurance.