This press release may not be
published or distributed, directly or indirectly, in or into the
United States, Australia, Japan, Canada, Hong Kong, New Zeeland,
Singapore or South Africa or any other jurisdiction where such
action is subject to legal restrictions.
Press Release
Lund on 15 March 2016
The board of directors in
Enzymatica AB (publ) (the "Company") has on 14 March 2016 resolved
on a rights issue with pre-emptive right for the shareholders,
subject to approval by the extraordinary shareholders' meeting. The
rights issue, which was announced in connection with the
acquisition of Zymetech on 28 January 2016, is secured up to 100
per cent by subscription undertakings and guarantee undertakings
representing approximately SEK 60 million. The subscription price
in the rights issue is SEK 2.18 per share. Notice to the
extraordinary shareholders' meeting is published in a separate
press release.
Background and
reasons
In 2015, the Company increased sales by 46 percent to SEK 27.9
million, compared to approximately SEK 19 million during 2014,
primarily as a result of continued strong sales on the Swedish
market of ColdZyme Mouth Spray against the common cold. Moreover,
ColdZyme is sold on five more markets; Denmark, Norway, Finland,
the UK and since the beginning of 2016 in Spain. In 2015, the
Company put in a lot of work on building the foundation for the
continued international expansion, including establishing a quality
management system and other measures for compliance with
international directives for medical devices. In the end of January
the Company signed an agreement to acquire the Icelandic company
Zymetech through a share issue. The transaction was approved on an
extraordinary general meeting on 15 February 2016. Zymetech is an
important complement to the Company's business. The acquisition
gives the Company access to patent protection for ColdZyme
throughout Europe and a dozen or so additional countries. It gives
the Company opportunity to offer distributors exclusive
distribution rights, which facilitates the international expansion.
The acquisition also gives the Company control of the enzyme
production and access to Zymetech's research expertise in enzyme
technology and research portfolio.
It is the Company's belief that the existing
working capital is not sufficient for the current needs for the
next twelve months. To finance the Company's operations going
forward and to carry out the international expansion board of
directors in the Company resolved, subject to shareholder approval,
on an issue of shares with pre-emptive right for existing
shareholders of approximately SEK 60 million. The main reason for
the rights issue is to create financial sustainability for the
Company in order to pursue commercial opportunities more
aggressively and thus promote a considerable long-term sales growth
for the cold product ColdZyme.
The proceeds from the forthcoming rights issue
will be used to finance the Company's geographic expansion, cover
product development costs, including trial and product
documentation, and continued operating activities. The rights issue
together with existing cash and cash flows from operating
activities is estimated to cover the Company's financing needs for
more than twelve months.
The board of directors have also proposed, in the
notice to the extra general meeting, authorisation to carry out a
directed share issue of no more than 17.5 million new shares. The
reason for the authorisation of a directed share issue is, if the
market allows for it, to take advantage of future opportunities to
bring in long-term strong owners and to further finance the
Company's growth strategy.
Terms and details of the rights
issue
The board of directors in the Company has on 14 March 2016 resolved
on a rights issue with pre-emptive right for the shareholders,
subject to approval by the extraordinary shareholders' meeting, of
a maximum of 27,520,428 shares, each with a quotient value of SEK
0.04. Existing shareholders of the Company's will receive
subscription rights to subscribe for new shares in proportion to
the shares held on the record date of participation on 19 April
2016. Each share held on the record date of participation entitles
to one (1) subscription right. Five (5) subscription rights confers
right to subscribe for three (3) new shares. The subscription price
in the rights issue is SEK 2.18 per share. At full subscription,
the total rights issue proceeds will be approximately SEK 60
million before transaction costs.
If not all shares are subscribed for by exercise
of subscription rights in accordance with the shareholders
preferential rights mentioned above, the board of directors shall
resolve on allotment up to the maximum amount of the share issue.
In such case, priority will be given firstly to those who have also
subscribed for shares by exercise of subscription rights, on the
occasion of oversubscription, pro rata in relation to their
subscription for shares by exercise of subscription rights and, to
the extent not possible, by drawing of lots. Secondly, allotment of
shares subscribed for without subscription rights shall be made to
others who have subscribed for shares without subscription rights,
if full allotment is not possible, pro rata in relation to their
subscription for shares and, to the extent not possible, by drawing
of lots. Thirdly, allotment of shares shall be made to those who
have provided guarantees for the subscription of shares, pro rata
in relation to the guarantee provided.
Subscription and guarantee
undertakings
The rights issue is fully secured by existing shareholders along
with external guarantors. Existing shareholders have undertaken to
subscribe for 10 million SEK, corresponding to approximately 17
percent of the rights issue. The remaining 50 million SEK,
corresponding to approximately 83 percent, of the rights issue has
been secured by external guarantee undertakings.
Timetable for the rights
issue
14
April |
Extraordinary shareholders' meeting |
14
April |
Last day
of trading inclusive subscription rights |
15
April |
First day
of trading exclusive subscription rights |
19
April |
Record
date for participation in the rights issue |
20
April |
Estimated
date for publication of the prospectus |
21 April
- 2 May |
Trading
in subscription rights |
21 April
- 6 May |
Subscription period |
10
May |
Estimated
day for announcement of outcome of the rights issue |
Advisers
ABG Sundal Collier has served as the financial adviser and
Setterwalls as the legal adviser to the Company in connection with
the rights issue.
For
more information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Tel: +46 (0)708-86 53 70 | Email:
fredrik.lindberg@enzymatica.com
About Enzymatica AB
Enzymatica is a life science company whose business concept is to
offer effective help against some of our most common diseases where
viruses or bacteria play a decisive role. Over a short period the
company has developed a unique oral spray for colds, ColdZyme®, and
launched it on six markets. Since launch the product has become one
of the leading articles for colds in Swedish pharmacies.
Development includes medical devices in upper respiratory
infections and oral health, and veterinary products. The company is
headquartered in Lund, Sweden and is listed on Nasdaq First North.
For more information, please visit www.enzymatica.com.
Enzymatica's certified adviser is Erik Penser
Bankaktiebolag.
Important
information
The information in this press release does not
contain or constitute an offer to acquire, subscribe or otherwise
trade in shares, subscription rights or other securities in
Enzymatica AB (publ). Any invitation to the persons concerned to
subscribe for shares in Enzymatica AB (publ) will only be made
through the prospectus that Enzymatica AB (publ) estimates to
publish on or about 20 April 2016.
This press release may not be
published or distributed, directly or indirectly in or into the
United States, Australia, Japan, Canada, Hong Kong, New Zeeland,
Singapore or South Africa or any other jurisdiction where such
action is wholly or partially subject to legal restrictions or
where such action would require additional prospectuses,
registrations or other actions in addition to what follows from
Swedish law. Nor may the information in this press release be
forwarded, reproduced or disclosed in such a manner that
contravenes such restrictions or would require such requirements.
Failure to comply with this instruction may result in a violation
of applicable securities laws.
No subscription rights, interim
shares or new shares have been registered, and will not be
registered, under the United States Securities Act of 1933
("Securities Act") or securities legislation in any other state or
other jurisdiction in the United States and may not be offered,
subscribed, sold or transferred, directly or indirectly within the
United States, other than pursuant to an exemption from the
registration requirements of the Securities Act and in accordance
with securities laws in relevant state or other jurisdiction in the
United States.
This press release may contain
forward-looking statements which reflect Enzymatica AB (publ):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 because they
depend on future events and circumstances. Forward-looking
statements do not guarantee future results or development and the
real outcome could differ materially from the forward-looking
statements.
Press Release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Enzymatica AB via Globenewswire
HUG#1994303
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