Episurf Medical carries out a directed share issue and raises proceeds of SEK 66 million


Episurf Medical carries out a directed share issue and raises proceeds of SEK 66 million

This press release may not be made public, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where such action would be unlawful or subject to legal restrictions.

The Board of Directors of Episurf Medical AB (publ) (”Episurf Medical” or the ”Company”) has, based on the authorisation granted by the Annual General Meeting on 2 April 2020, resolved on a directed issue of 36,811,000 shares of series B at an issue price of SEK 1.80 per share (the “Share Issue”). The Company will thereby receive proceeds of SEK 66,259,800 before transaction costs. The issue price corresponds to a discount of 9 percent in relation to the volume-weighted average price for the Company’s share during the last 5 trading days up to and including 26 November 2020. The Share Issue is directed mainly to strategic and institutional investors who have undertaken to subscribe for and pay all shares in the Share Issue, among others Andra AP-fonden, Fjärde AP-fonden, Nyenburgh Holding, Primas Invest, Rhenman & Partners, Strand Kapitalförvaltning, Tredje AP-fonden and Unionen.

Through the share issue, we assess that our financial needs are secured at least until mid-2023, by which time we expect to have achieved several additional commercial and clinical milestones. We are now increasing our commercial focus towards key markets in Europe and certain markets outside of Europe, including a focus on marketing, regulatory work, and reimbursement. We are also taking an important step in our development, as the company's institutional shareholding increases significantly. I want to take the opportunity to thank all the investors for their support in this transaction”, says Pål Ryfors, CEO of Episurf Medical.

In connection with the Share Issue, the Company’s board of directors and management team have undertaken towards Zonda Partners, who is the Sole Bookrunner of the Share Issue, subject to customary exceptions, not to, without Zonda Partners’ consent, sell their shares in the Company during a period of 180 days from the Board of Directors’ resolution regarding the Share Issue.

The purpose of the Share Issue is to satisfy the Company’s capital needs in order to create additional financial capacity to realise the Company’s business plan and thereby create shareholder value. The reason for deviating from the pre-emptive rights of existing shareholders is to broaden the institutional shareholder base and at the same time implement the capital raising in a time- and cost-efficient manner.

As a result of the Share Issue, the total number of shares in the Company will increase from 185,029,787 shares to 221,840,787 shares, divided on 971,024 shares of series A and 220,869,763 shares of series B, and the Company’s share capital increases from SEK 55,555,921.25 to SEK 66,608,568.77. The Share Issue entails a dilution of approximately 16.59 percent and 16.45 percent in relation to the total number of issued shares and votes in the Company, respectively, after the Share Issue.

In connection with the Share Issue, Zonda Partners AB was appointed as Sole Bookrunner and Hannes Snellman Attorneys Ltd as legal advisor. Aktieinvest FK AB is settlement agent for the Share Issue.

For more information, please contact:

Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com

Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@episurf.com

About Episurf Medical

Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and individualised treatment alternatives. Episurf Medical’s Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.

This information is information that Episurf Medical 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 19.30 CET on 26 November 2020.

Important information

This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Episurf Medical in any jurisdiction, neither from Episurf Medical, Zonda Partners AB or anyone else. Copies of this press release will not be produced and may not be distributed or sent to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where such distribution would be illegal or require registration or other action. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Episurf Medical has not authorised any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue.

This press release and the information contained in the press release may not be distributed in or to the United States. This press release does not constitute an offer to acquire securities in the United States. Securities referred to herein have not been registered and will not be registered in accordance with the US Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States without being registered, subject to an exception to, or refers to a transaction that is not subject to registration under the Securities Act. No offer will be made to the public in the United States to acquire the securities mentioned here.

This press release may contain certain forward-looking information which reflect Episurf Medical's current view of future events and financial and operational developments. Words such as "intends", "estimates", "expects", "may", "plans", "deems", "believes", "assesses", and other similar expressions which imply indications or predictions regarding future developments or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is by nature affiliated with known and unknown risks and uncertainties since it is dependent on future events and circumstances. Forward-looking information does not constitute any guarantee regarding future results or development and the actual outcome may materially differ from forward-looking information. The information, assessments and forward-looking statements in this press release are only relevant as of the date of this press release and may change without notice.