Bulletin from the Extraordinary General Meeting in Senzime AB (publ) – resolution on new issue of shares
The shareholders of Senzime have at the Extraordinary General Meeting on March 3, 2017 resolved, in accordance with the board's proposal, to issue new shares with pre-emption rights for existing shareholders.
Motive for the rights issue
The motive for the now resolved rights issue, totaling approximately 24.4 MSEK before issue costs, is to enable the commercialization of Senzime’s products and to strengthen the company’s financial position. The company is also planning to implement a listing change from AktieTorget to Nasdaq First North during the first half of 2017.
Subscription commitments and guarantee undertakings corresponding to the entire issue amount have been received.
A prospectus, which currently is under examination for approval and registration with the Swedish Financial Supervisory Agency (the “SFSA”), will when the SFSA has approved and registered the prospectus, be available on the company’s website www.senzime.com.
Summary of the rights issue terms
New issue of shares with pre-emption rights for existing shareholders
The company’s share capital will increase with not more than 565,198 SEK by a new issue of shares with pre-emption rights for existing shareholders.
Number of shares
Not more than 4,521,581 new shares.
Each existing share in Senzime held on the record date entitles to one (1) subscription right and eight (8) subscription rights entitle the holder to subscribe for one (1) new share with pre-emption rights. Additionally, there is an opportunity to subscribe for shares without pre-emption rights.
In the event that all new shares are not subscribed for with subscription rights, shares will firstly be allotted to subscribers that have used subscription rights in the issue (in case of oversubscription, pro rata in relation to the number of subscription rights that each subscriber has used to subscribe for new shares), secondly to those who have applied for subscription without subscription rights (in case of oversubscription, pro rata in relation to the number of shares set forth in the application), and thirdly to the guarantors of the rights issue pro rata in relation to the guaranteed amounts.
The subscription price in the rights issue is 5.40 SEK per share.
The record date for participation in the rights issue
March 10, 2017.
The last day for trading in shares including subscription rights
March 8, 2017.
First day for trading in shares excluding subscription rights
March 9, 2017.
March 14, 2017 – March 28, 2017.
Trading in subscription rights
March 14, 2017 – March 24, 2017.
Subscription commitments and guarantee agreements
The company has received subscription commitments from existing shareholders totaling 7,643,543.40 SEK, corresponding to approximately 31.3 percent of the rights issue, and guarantee undertakings from a guarantee consortium composed of the company's main shareholders totaling 16,772,994.00 SEK, corresponding to approximately 68.7 percent of the rights issue, which means that the company has received subscription commitments and guarantee undertakings totaling 24 416 537.40 SEK, corresponding to 100 percent of the rights issue.
The information in this press release is not an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Senzime, neither from Senzime or from anyone else. The invitation to subscribe for shares in Senzime to the persons concerned will only be made through the prospectus that Senzime intends to publish, inter alia, on the company's website, upon approval and registration by the SFSA. The prospectus will inter alia include risk factors, financial information and information about the company's board of directors. This press release has not been approved by any regulatory authority, and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information that will be included in the prospectus that will be published.
Neither the prospectus or this document may be released, published or distributed in the United States, Canada, Australia, Hong Kong, Japan, New Zealand or South Africa or any other country or any jurisdiction where such action or the offer requires registration or measures other than those under Swedish law.
The information in this press release is information which Senzime AB (publ) is obliged to publish under the EU Market Abuse Regulation No 596/2014. The information was submitted for publication through the agency of the contact person set out above, on March 3, 2017.
TO THE EDITORS
Senzime develops unique patient-oriented monitoring systems that make it possible to assess patients' biochemical and physiological processes before, during and after surgery. The portfolio of technologies includes bedside systems that enable automated and continuous monitoring of life-critical substances such as glucose and lactate in both blood and tissues, as well as systems to monitor patients’ neuromuscular function preoperatively and in the intensive care medicine setting. The solutions are designed to ensure maximum patient benefit, reduce complications associated with surgery and anesthesia, and decrease health care costs. Senzime operates in growing markets that in Europe and the United States are valued in excess of $10 billion. The company's shares are listed on AktieTorget (ATORG: SEZI) www.senzime.com.
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