NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The board of directors of Sedana Medical AB (publ) ("Sedana Medical" or the "Company") has, as announced in the Company’s press release earlier today, resolved to carry out a directed new share issue of 2,896,000 shares at a subscription price of SEK 129.50 per share. Through the directed new share issue, which was multiple times oversubscribed, Sedana Medical will receive proceeds amounting to SEK 375 million before transaction costs. Investors in the new share issue are a number of Swedish and international institutional investors, including AXA IM, Handelsbanken Fonder, Joh. Berenberg Gossler & Co. KG (Berenberg), Swedbank Robur, the Third Swedish National Pension Fund and Öhman Fonder.
The board of directors of Sedana Medical has, based on the authorization given by the annual general meeting on 28 May 2019, and as announced in the Company’s press release earlier today, resolved to carry out a directed new share issue of SEK 375 million to institutional investors (the "Directed New Share Issue"). The Directed New Share Issue was, among others, subscribed for by AXA IM, Handelsbanken Fonder, Joh. Berenberg Gossler & Co. KG (Berenberg), Swedbank Robur, the Third Swedish National Pension Fund and Öhman Fonder. The investors have been selected based on an accelerated bookbuilding procedure which has been carried out by the Company’s financial advisor Pareto Securities AB ("Pareto Securities").
The subscription price in the Directed New Share Issue is set to SEK 129.50 and has been determined through the bookbuilding procedure. The subscription price in the Directed New Share Issue constitutes a discount of approximately 4.78 percent compared to the closing price on Nasdaq First North Growth Market on 9 October 2019. Through the Directed New Share Issue, Sedana Medical will raise SEK 375 million before transaction costs.
The Directed New Share Issue entails a dilution of approximately 12.74 percent of the number of shares and votes in the Company. Through the Directed New Share Issue, the number of outstanding shares will increase by 2,896,000 from 19,840,591 to 22,736,591. The share capital will increase by approximately SEK 289,600.00 from SEK 1,984,059.10 to SEK 2,273,659.10.
The rationale for carrying out the Directed New Share Issue is primarily to use the net proceeds to finance the undertaking of activities in order to reach marketing authorization approval of AnaConDa and IsoConDa in the U.S. The combination registration of IsoConDa and AnaConDa includes activities such as two clinical studies involving approximately 500 patients in total, a human factors validation program, toxicity studies, safety database, adapt the European pediatric study to FDA requirements and a New Drug Application (NDA).
"We have previously communicated that we have full funding for regulatory and commercial activities of our European expansion, which is now well underway. Feedback from both existing and potential customers has also been very positive from outside Europe. We see it as very positive for us as a company and our shareholders to now with full force take on the registration work in the US, despite a minor dilution," said Thomas Eklund, Chairman of the Board of Sedana Medical.
The reason for the deviation from the shareholders’ preferential rights are mainly to diversify the shareholder base in the Company among institutional investors and at the same time take advantage of the opportunity to raise capital in a time- and cost-efficient manner.
The board of directors’ assessment is that the subscription price in the Directed New Share Issue will be in accordance with market conditions, since it was determined through an accelerated bookbuilding procedure.
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of six calendar months after the announcement of the outcome of the Directed New Share Issue.
In connection with the Directed New Share Issue, board member Michael Ryan acquired 75,000 shares from board member Sten Gibeck. Michael Ryan has undertaken not to sell any of his already existing shares, before the transaction, in Sedana Medical for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
The other board members and persons of the management holding shares and/or warrants have undertaken not to sell any shares in Sedana Medical for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
Pareto Securities is acting as Sole Manager and Bookrunner and Roschier is legal adviser to the Company in connection with the Directed New Share Issue.
For additional information, please contact:
Christer Ahlberg, CEO, Sedana Medical AB
Mobile: +46 70 675 33 30, E-mail: Christer.email@example.com
Sedana Medical is listed on Nasdaq First North Growth Market Sweden.
Erik Penser Bank (+46 8 463 83 00) is certified adviser to Sedana Medical.
This information is such that Sedana Medical AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on 9 October 2019 at 23:50 (CET).
Sedana Medical AB (publ) has developed and sells the medical device AnaConDa, for the administration of volatile anaesthetics to mechanically ventilated patients. A major clinical registration study is currently ongoing to obtain market approval in Europe for inhalation sedation in intensive care units with the pharmaceutical IsoConDa® (isoflurane).
Sedana Medical has direct sales in the Nordic countries, Germany, France, UK and Spain as well as external distributors in the rest of Europe, Canada, Australia and South Korea. The company headquarters are based in Stockholm, Sweden with R&D operations in Ireland.
This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities issued by Sedana Medical AB (publ) (the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State that has implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This press release is not a prospectus for purposes of 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 securities in any EEA member state and no prospectus has been or will be prepared in connection with the directed share issue (the "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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa or South Korea. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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.
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" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and 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"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
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 to buy or subscribe for new shares in the Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by Pareto Securities AB (the "Manager"). The Manager 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.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the 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. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.
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