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Directed issue 2019 and warrants
Disclaimer
Rights issue in Sprint Bioscience AB (publ)
IMPORTANT INFORMATION
The release or distribution of this press release may be restricted in certain jurisdictions and persons in the jurisdictions in which this press release has been released or distributed should inform themselves about and observe any such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Sprint in any jurisdiction.
This press release does not constitute or form part of any 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 in the United States absent registration or an applicable exemption from registration or in a transaction not subject to registration under the Securities Act. There is no intention to register any of the securities referred to herein in the United States or to make a public offering of the securities in the United States. The information contained in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia or any other jurisdiction in which the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require a prospectus, registration or other measures other than those required by Swedish law. Any action contrary to this instruction may constitute a violation of applicable securities laws.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Sprint has not authorised any offer to the public of securities in any Member State of the EEA and no prospectus has been or will be produced in connection with the rights 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.
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Forward-looking statements
This press release contains forward-looking statements that reflect Sprint's intentions, beliefs or current expectations about and targets for Sprint's future operations, financial condition, performance, liquidity, results of operations, prospects, anticipated growth, strategies and opportunities and the markets in which Sprint operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as 'believe', 'expect', 'anticipate', 'intend', 'may', 'plan', 'estimate', 'should', 'could', 'aim' or 'might' or, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are in turn based on additional assumptions. Although Sprint believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or performance may differ materially from those reflected 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 herein by such forward-looking statements. Sprint does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are free from error and does not assume any responsibility for the future fulfilment of the statements made in this press release or any obligation to update or revise the statements contained in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements contained in this press release are provided only as of the date of this press release and are subject to change without notice. Neither Sprint nor anyone else undertake any obligation to review, update, confirm or 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.
Sprint Bioscience carries out a directed issue of Units and issues free warrants to existing owners
The Board of Directors of Sprint Bioscience AB (publ) ("Sprint" or the "Company") has, with the support of the authorisation from the Annual General Meeting on 15 May 2019, decided to carry out a directed new issue of Units of approximately SEK 10 million. The capital will be used to finance the continued development work and provide a stable basis for contract discussions. At the same time, free warrants (TO) will be issued to existing owners as a dilution protection. Through the directed issue, Sprint will receive SEK 10 million directly and, if fully subscribed, warrants can provide the company with an additional up to SEK 32.7 million until May 2020.
The directed issue consists of a total of 7150 Units. Each Unit consists of 100 shares of SEK 14 and 34 warrants of series 1 and 34 warrants of series 2. The warrants are issued free of charge and can provide Sprint with up to SEK 7.4 million (SEK 3.5 million from TO 1 and SEK 3.9 million from TO 2). The reasons for the deviation from the shareholders' preferential rights are to provide the Company with additional capital from strategic investors in a cost-effective manner to continue the development work and provide a stable basis for contract discussions. The subscription price per share corresponds to approximately 10% discount to the volume weighted average price (VWAP) over the last 14 trading days.
The issue of warrants to existing shareholders comprises a total of 830,540 TO 1 and 830,540 TO 2 issued to a wholly-owned subsidiary of Sprint Bioscience, to be subsequently distributed to existing shareholders who will receive 1 warrant of each series for every 14 shares held on the record date. In total, the warrants to existing shareholders can provide Sprint with up to SEK 25.3 million (SEK 12 million from TO1 and SEK 13.3 million from TO 2)
- As we have previously communicated, there is a need for additional funding to give us a stable foundation in our contract negotiations and at the same time continue the research activities that build our long-term value. We are pleased that strategic investors who have shown a long-term interest in the company's work with the development and out-licensing of drug projects now want to invest in the company. At the same time, it is important for us that existing owners have the opportunity to defend their ownership interest and therefore we issue warrants in parallel, says Jessica Martinsson, CEO of Sprint Bioscience.
Terms and conditions of Series 1 warrants
Each Series 1 warrant entitles the holder to subscribe for one (1) share in Sprint during the exercise period 14 - 28 February 2020 at a price of SEK 14.5 per share.
Terms and conditions of Series 2 warrants
Each Series 2 warrant entitles the holder to subscribe for one (1) share in Sprint during the exercise period 14 - 28 May 2020 at a price corresponding to a 30% discount to the volume weighted share price in Sprint during the period 27 April 2020 - 8 May 2020, however, a maximum of SEK 16.
Record date and conditions for receiving free warrants
The record date for receiving free warrants is expected to occur approximately one week after the warrants have been registered with the Swedish Companies Registration Office, which is expected to take place at the end of October 2019. Sprint will, after such registration, issue a press release on the final record date.
All shareholders will receive one (1) Series 1 warrant and one (1) Series 2 warrant for every fourteen (14) shares held on the record date. For those shareholders who do not hold an even number of 14 shares, one of the major shareholders in Sprint will waive warrants so that all other subscribers receive an even number of warrants.
The directed Unit Issue subscribed by a consortium led by Gerhard Dal and Råsunda Förvaltning will be registered after the warrants to be allocated to existing shareholders have been registered. This means that the investors who participated in the directed Unit Issue will not receive additional warrants through preferential rights.
Trading in warrants
Sprint intends to apply for listing of both TO 1 and TO 2 on Nasdaq First North.
All decisions to issue Units and warrants have been made by the Board of Directors with the support of authorisation from the Annual General Meeting on 15 May 2019. The maximum dilution resulting from the resolutions amounts to 24.7%.
Drawdown of overdraft facilities
To create additional financial preparedness, Sprint has also procured an overdraft facility that allows Sprint to borrow up to SEK 10 million on market terms, if necessary, during the period January - June 2020
Aqurat Fondkommission AB has acted as issuing agent and legal advisor was Fredersen Advokatbyrå AB.
For further information, please contact:
Jessica Martinsson, Managing Director, Sprint Bioscience
Tel: 08-411 44 55
E-mail: jessica.martinsson@sprintbioscience.com
www.sprintbioscience.com
This information is information that Sprint Bioscience AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 20.55 CET on 3 October 2019.
About Sprint Bioscience AB (publ)
Sprint Bioscience is part of the new Swedish pharmaceutical industry. The company aims to develop drug candidates for the global pharmaceutical market in the field of cancer in a more time- and resource-efficient manner. The company is based in Stockholm with laboratories in Huddinge. The Sprint Bioscience share is listed on Nasdaq First North Premier Growth Market and trades under the ticker symbol SPRINT.
Further information is available on the company's website: www.sprintbioscience.com
Certified Advisor is FNCA Sweden AB ; +46 (0)8 528 00 399, info@fnca.se, www.fnca.se
Sprint Bioscience │ Novum │141 57 Huddinge │ Sweden │ 46-(0)8-411 44 55 │ info@sprintbioscience.com