Episurf Medical AB (publ) held an extraordinary general meeting on 20 February 2017 at which it was resolved, among other things, to approve the Board of Director’s resolution from 18 January 2017 on an issue of shares with preferential rights for shareholder, and to amend the Articles of Association of the company.
This information was published, 2017-02-20 18:15 CET (GLOBE NEWSWIRE) —
Issue of shares with preferential rights for shareholders
The board resolution approved by the extraordinary general meeting mainly means an issue of A shares and B shares up to approximately SEK 120 million before transaction related expenses, with preferential rights for the shareholders of the company to subscribe for new shares in proportion to their previous shareholding. Each A share and B share held on the record date entitles the shareholder to receive one subscription right of series A and series B, respectively. Each subscription right of series A entitles its holder to subscribe for one new A share and each subscription right of series B entitles its holder to subscribe for one new B share. The record date to determine the shareholders being entitled to subscribe for new shares with preferential rights (i.e. to receive subscription rights) shall be 23 February 2017. The share capital of the company may increase by a maximum of SEK 4,788 991.50 by means of an new issue of up to 3,400,871 A shares and up to 12,548,933 B shares, i.e. a total of up to 15,949,804 new shares.
The subscription period is expected to run from and including 27 February 2017 until an including 9 March 2017. The subscription price is SEK 7.50 per share (both A shares and B shares).
If not all shares in the rights issue are subscribed for with support of subscription rights (primary preferential right), the Board of Directors will resolve on the allocation of new A shares and B shares subscribed for without subscription rights in accordance with the allocation principles set forth in the Board of Directors’ resolution on the rights issue.
Amendments to the Articles of Association
In order to enable the new issue with preferential rights for shareholders, the extraordinary general meeting resolved, in accordance with the proposal of the Board of Directors, to amend (i) § 4 in the Articles of Association of the company regarding the limits of the share capital so that the share capital shall be no less than SEK 4,500,000 nor exceed SEK 18,000,000, and (ii) § 5 in the Articles of Association of the company regarding the number of shares so that the number of shares in the company shall be no less than 15,000,000 and no more than 60,000,000.
Indicative time table for the rights issue
|21 February||Last day of trading in Episurf shares with right to participate in the rights issue|
|22 February||First day of trading in Episurf shares without right to participate in the rights issue|
|23 February||Record date for participation in the rights rssue|
|23 February||Estimated date for publishing the prospectus|
|27 February–9 March||Trading in subscription rights of series B|
|27 February–13 March||Subscription period|
|17 March (on or about)|| Announcement of outcome of the rights issue|
Episurf Medical AB (publ)
The Board of Directors
For more information, please contact:
Pål Ryfors, acting CEO and CFO
Tel: +46 (0) 70-962 36 69
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 personalized treatment alternatives. Episurf Medical’s Episealer® personalized implants and Epiguide® surgical drill guides are developed for treating localized 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 press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Episurf Medical AB (publ) (“Episurf”). Invitation to the persons concerned to subscribe for shares in Episurf will only be made through the prospectus that Episurf intends to publish at the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial statements as well as information regarding the company’s board of directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by Episurf.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or laws applicable in other jurisdictions.
No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Episurf’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.