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Lund on 15 March 2016
The board of directors in Enzymatica AB (publ) (the "Company") has on 14 March 2016 resolved on a rights issue with pre-emptive right for the shareholders, subject to approval by the extraordinary shareholders' meeting. The rights issue, which was announced in connection with the acquisition of Zymetech on 28 January 2016, is secured up to 100 per cent by subscription undertakings and guarantee undertakings representing approximately SEK 60 million. The subscription price in the rights issue is SEK 2.18 per share. Notice to the extraordinary shareholders' meeting is published in a separate press release.
Background and reasons
In 2015, the Company increased sales by 46 percent to SEK 27.9 million, compared to approximately SEK 19 million during 2014, primarily as a result of continued strong sales on the Swedish market of ColdZyme Mouth Spray against the common cold. Moreover, ColdZyme is sold on five more markets; Denmark, Norway, Finland, the UK and since the beginning of 2016 in Spain. In 2015, the Company put in a lot of work on building the foundation for the continued international expansion, including establishing a quality management system and other measures for compliance with international directives for medical devices. In the end of January the Company signed an agreement to acquire the Icelandic company Zymetech through a share issue. The transaction was approved on an extraordinary general meeting on 15 February 2016. Zymetech is an important complement to the Company's business. The acquisition gives the Company access to patent protection for ColdZyme throughout Europe and a dozen or so additional countries. It gives the Company opportunity to offer distributors exclusive distribution rights, which facilitates the international expansion. The acquisition also gives the Company control of the enzyme production and access to Zymetech's research expertise in enzyme technology and research portfolio.
It is the Company's belief that the existing working capital is not sufficient for the current needs for the next twelve months. To finance the Company's operations going forward and to carry out the international expansion board of directors in the Company resolved, subject to shareholder approval, on an issue of shares with pre-emptive right for existing shareholders of approximately SEK 60 million. The main reason for the rights issue is to create financial sustainability for the Company in order to pursue commercial opportunities more aggressively and thus promote a considerable long-term sales growth for the cold product ColdZyme.
The proceeds from the forthcoming rights issue will be used to finance the Company's geographic expansion, cover product development costs, including trial and product documentation, and continued operating activities. The rights issue together with existing cash and cash flows from operating activities is estimated to cover the Company's financing needs for more than twelve months.
The board of directors have also proposed, in the notice to the extra general meeting, authorisation to carry out a directed share issue of no more than 17.5 million new shares. The reason for the authorisation of a directed share issue is, if the market allows for it, to take advantage of future opportunities to bring in long-term strong owners and to further finance the Company's growth strategy.
Terms and details of the rights issue
The board of directors in the Company has on 14 March 2016 resolved on a rights issue with pre-emptive right for the shareholders, subject to approval by the extraordinary shareholders' meeting, of a maximum of 27,520,428 shares, each with a quotient value of SEK 0.04. Existing shareholders of the Company's will receive subscription rights to subscribe for new shares in proportion to the shares held on the record date of participation on 19 April 2016. Each share held on the record date of participation entitles to one (1) subscription right. Five (5) subscription rights confers right to subscribe for three (3) new shares. The subscription price in the rights issue is SEK 2.18 per share. At full subscription, the total rights issue proceeds will be approximately SEK 60 million before transaction costs.
If not all shares are subscribed for by exercise of subscription rights in accordance with the shareholders preferential rights mentioned above, the board of directors shall resolve on allotment up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have also subscribed for shares by exercise of subscription rights, on the occasion of oversubscription, pro rata in relation to their subscription for shares by exercise of subscription rights and, to the extent not possible, by drawing of lots. Secondly, allotment of shares subscribed for without subscription rights shall be made to others who have subscribed for shares without subscription rights, if full allotment is not possible, pro rata in relation to their subscription for shares and, to the extent not possible, by drawing of lots. Thirdly, allotment of shares shall be made to those who have provided guarantees for the subscription of shares, pro rata in relation to the guarantee provided.
Subscription and guarantee undertakings
The rights issue is fully secured by existing shareholders along with external guarantors. Existing shareholders have undertaken to subscribe for 10 million SEK, corresponding to approximately 17 percent of the rights issue. The remaining 50 million SEK, corresponding to approximately 83 percent, of the rights issue has been secured by external guarantee undertakings.
Timetable for the rights issue
|14 April||Extraordinary shareholders' meeting|
|14 April||Last day of trading inclusive subscription rights|
|15 April||First day of trading exclusive subscription rights|
|19 April||Record date for participation in the rights issue|
|20 April||Estimated date for publication of the prospectus|
|21 April - 2 May||Trading in subscription rights|
|21 April - 6 May||Subscription period|
|10 May||Estimated day for announcement of outcome of the rights issue|
ABG Sundal Collier has served as the financial adviser and Setterwalls as the legal adviser to the Company in connection with the rights issue.
For more information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Tel: +46 (0)708-86 53 70 | Email: firstname.lastname@example.org
About Enzymatica AB
Enzymatica is a life science company whose business concept is to offer effective help against some of our most common diseases where viruses or bacteria play a decisive role. Over a short period the company has developed a unique oral spray for colds, ColdZyme®, and launched it on six markets. Since launch the product has become one of the leading articles for colds in Swedish pharmacies. Development includes medical devices in upper respiratory infections and oral health, and veterinary products. The company is headquartered in Lund, Sweden and is listed on Nasdaq First North. For more information, please visit www.enzymatica.com.
Enzymatica's certified adviser is Erik Penser Bankaktiebolag.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Enzymatica AB (publ). Any invitation to the persons concerned to subscribe for shares in Enzymatica AB (publ) will only be made through the prospectus that Enzymatica AB (publ) estimates to publish on or about 20 April 2016.
This press release may not be published or distributed, directly or indirectly in or into the United States, Australia, Japan, Canada, Hong Kong, New Zeeland, Singapore or South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, interim shares or new shares have been registered, and will not be registered, under the United States Securities Act of 1933 ("Securities Act") or securities legislation in any other state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.
This press release may contain forward-looking statements which reflect Enzymatica AB (publ):s current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.