An extra General Meeting of Promore Pharma AB, reg. no. 556639–6809, was held on Thursday, 27 May 2021. The main resolutions passed at the meeting were as follows.
More detailed information about the contents of the resolutions may be obtained from the complete notice of the EGM and the complete proposals. The notice and complete proposals are available on the company’s website, http://www.promorepharma.com.
RESOLUTION TO APPROVE THE BOARD’S RESOLUTION REGARDING RIGHTS ISSUE
The shareholders’ meeting resolved to approve the Board’s resolution from 7 May 2021 regarding a rights issue of a maximum of 24,285,574 shares (the “Rights Issue”). Through the Rights Issue the company’s share capital may increase with a maximum of SEK 971,422.96.
Summary of the Rights Issue
- For each (1) share in the company held on the record date on June 1, 2021, a subscription right will be received. Three (3) subscription rights entitle for subscription of two (2) new shares.
- The subscription price amounts to SEK 2.00 per newly issued share. Payment must be made in cash.
- Through the Rights Issue, Promore, upon full subscription, will receive approximately SEK 48.6 million before issuing costs.
- The subscription period for the Rights Issue is June 3 – 17, 2021.
- Through full subscription the Rights Issue the company's share capital will increase with SEK 971,422.96, corresponding to a maximum dilution of 24,285,574 shares or 40.0 percent.
- Firstly, allotment of shares subscribed for without the exercise of subscription rights shall be allotted to such subscribers who have also subscribed for shares by exercising subscription rights. Secondly, allotment of shares subscribed for without the exercise of subscription rights shall be allotted to such subscribers who have subscribed for shares without exercising subscription rights. Third and last, allotment of shares subscribed for without the exercise of subscription rights shall be allotted to those who have entered into underwriting agreements. To the extent that allotment cannot be made in full according to pro rata in any step as above, allotment shall be made by drawing lots.
- The company has received subscription commitments, commitments to subscribe through acceded subscription rights and underwriting corresponding to the full amount of the Rights Issue. The subscription commitments amount to SEK appr. 22.2 million, corresponding to appr. 45.7 percent of the Rights Issue, commitments to subscribe through acceded subscription rights amount to SEK 8.8 million, corresponding to appr. 18.1 percent of the Rights Issue and the remaining share is covered by underwritings from current shareholders and external long-term investors.
Timetable for the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted:
- June 1 – Record Date for participation in the Rights Issue
- June 2 – Estimated date for publication of the prospectus
- June 3 – 14 – Trading in subscription rights
- June 3 – 17 – Subscription period
- June 22 – Estimated day for publication of the outcome of the Rights Issue
Complete information regarding the Rights Issue and information about the company will be included in the prospectus that is expected to be published on or about June 2, 2021.
In connection with the Rights Issue, Promore has appointed Erik Penser Bank as financial advisor, and Setterwalls Advokatbyrå AB as legal advisor.
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares or other securities issued by Promore Pharma AB. Invitation to interested parties to subscribe for shares in Promore Pharma AB will only be made through the prospectus that Promore Pharma AB will publish.
The information in this press release may not be released, published, reproduced or distributed in or to the United States, Canada, Japan, Australia, Hong Kong, Switzerland, Singapore, South Africa or New Zealand or any other country or jurisdiction where such action is not permitted or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities legislation.
No shares have been registered, and will not be registered, in accordance with the United States Securities Act from 1933 (“Securities Act”) and may not be offered, subscribed, sold or transferred, directly or indirectly, within the United States except after written approval from Promore Pharma AB and under an applicable exemption from the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or any other jurisdiction in the United States.