Preliminary result of Senzime’s rights issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES OR REQUIRE REGISTRATION OR OTHER ACTIONS.

Senzime AB (publ) (“Senzime” or the “Company”) announced on 23 January 2023 that the Board of Directors had resolved on a new issue of shares with preferential rights for existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by the Extraordinary General Meeting on 16 February 2023. The preliminary result of the Rights Issue, for which the subscription period ended on 7 March 2023, shows that the Rights Issue is subscribed to approximately 67.8 per cent. In addition, underwriting commitments will be utilised for subscription of 3,201,071 shares, corresponding to approximately 22.9 per cent of the offered shares. Through the Rights Issue, Senzime will receive proceeds of approximately SEK 91.9 million before deduction of transaction costs.

The preliminary result of the Rights Issue shows that 9,302,433 shares, corresponding to approximately 66.6 per cent of the offered shares, have been subscribed for by the exercise of subscription rights. Additionally, applications for subscription without subscription rights of 179,171 shares, corresponding to approximately 1.3 per cent of the offered shares, have been received. In addition, underwriting commitments will be utilised for subscription of 3,201,071 shares, corresponding to approximately 22.9 per cent of the offered shares.

Senzime will receive approximately SEK 91.9 million through the Rights Issue before deduction of transaction costs. Through the Rights Issue Senzime’s share capital will increase by SEK 1,585,334.375 from SEK 8,735,498.125 to SEK 10,320,832.500, by issue of 12,682,675 new shares, which means that the total number of shares increases from 69,883,985 shares to 82,566,660 shares.

Those who have subscribed for shares without subscription rights will be allocated shares according to the principles in the prospectus published by Senzime on 16 February 2023. As confirmation of allocation of shares subscribed for without subscription rights, a contract note will be sent on or about 10 March 2023. Subscribed and allocated shares must be paid for in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allocation in accordance with the procedures of the nominee. Only those who have been allocated shares will be notified.

The final result is expected to be published on 10 March 2023. The final day for trading in paid subscribed shares (SWE: betald tecknad aktie) is 20 March 2023. The new shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office (SWE: Bolagsverket) around 10 March 2023. The new shares are expected to start trading on Nasdaq Stockholm from 24 March 2023.

Advisers

In connection with the Rights Issue, the Company has retained Danske Bank A/S, Danmark, Sverige Filial as Sole Global Coordinator and Bookrunner and Advokatfirman Lindahl KB as legal adviser to the Company.

The information was submitted for publication, through the agency of the contact person set out below, on 9 March 2023 at 15:30 CET.

This press release is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.

This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else. No action has been taken, and no action will be taken, to allow a public offering in any jurisdiction other than Sweden. An invitation to eligible persons to subscribe for shares in the Company has only been made through the prospectus that the Company published 16 February 2023.

The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”), Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release does not constitute or form part of an 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 United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

Within the European Economic Area ("EEA"), no public offering is intended to be made in any member state other than Sweden. In other member states of the EEA where the Prospectus Regulation applies, an offer of securities may only be made in accordance with exemptions in the Prospectus Regulation and any implementing measures. In the United Kingdom, an offering of securities may only be made to qualified investors in accordance with exemptions in the Prospectus Regulation and applicable law in the United Kingdom. Persons in any member state of the EEA other than Sweden or in the United Kingdom who are not qualified investors under applicable law should not take any action based on this press release, nor should they rely on it.

Forward-looking statements

This press release may contain forward-looking information that reflects the Company's current views on future events and financial and operational development. Words such as "intend", "estimate", "expect", "may", "plan", "estimate" and other expressions that imply indications or predictions of future developments or trends, and which are not based on historical facts, constitute forward-looking information. By their nature, forward-looking statements involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking information is not a guarantee of future performance or development and actual results may differ materially from those expressed in forward-looking statements. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or to 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, unless it is required by law or Nasdaq Stockholm's rule book for issuers.

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