NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION WHERE THE PUBLICATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE ILLEGAL, SUBJECT TO LEGAL RESTRICTIONS, OR WOULD REQUIRE REGISTRATION OR OTHER ACTION.
The board of directors in EKOBOT AB (publ) (”Ekobot” or the “Company”) has today resolved on a directed issue of 258,043 shares to underwriters who have signed bottom-up underwriting commitments in the rights issue of shares that was decided by the board of directors on January 15, 2023, and approved by the subsequent extra general meeting on February 16, 2023 (the “Rights issue”), and which have decided to receive their compensation in the form of newly issued shares in Ekobot (the “Compensation issue”). The subscription price in the Compensation issue is based on the volume-weighted average price for the Company’s share during the subscription period in the Rights issue that lapsed between February 23, 2023, and March 9, 2023, corresponding to SEK 3.59 per share. Payment is made by offsetting of the underwriters’ claim.
The Rights issue was secured to 85 per cent, corresponding to approximately SEK 18.2 million, of which approximately SEK 9.4 million was secured through bottom-up underwriting commitments. In accordance with the bottom-up underwriting agreements, and as previously been communicated, the bottom-up underwriting commitments are entitled to compensation in the form of twelve (12) per cent in cash or eighteen (18) per cent in shares of the underwritten amount. Some of the underwriters have chosen to receive their compensation in the form of shares, whereupon Ekobot’s board of directors today, pursuant to the authorisation granted by the extraordinary general meeting on February 16, 2023, resolved on a directed issue of 258,043 shares in total, corresponding to approximately SEK 0.9 million. Payment is made by offsetting of the underwriters’ claim. The subscription price has been determined based on the volume-weighted average price for the Company’s share during the subscription period in the Rights issue that lapsed between February 23, 2023, and March 9, 2023, and corresponds to SEK 3.59 per share. The board of directors therefore considers that the subscription price has been determined on market terms.
The reason for the issue and the purpose of the deviation from the shareholders’ preferential right is to fulfil the Company’s obligations towards the underwriters, as a result of entered bottom-up underwriting agreements. The board of directors believes that it is beneficial for the Company’s financial position to provide a part of the bottom-up underwriting compensation by issuing shares instead of cash payment.
After final registration of the Rights issue and the directed over-allotment issue by the Swedish Companies Registration Office, the share capital in Ekobot will increase by SEK 90,315.05, from SEK 5,245,895.90 to SEK 5,336,210.95 and the number of shares will increase by 258,043, from 14,988,274 to 15,246,317 in the Compensation issue. Thus, the dilutive effect corresponds to 1.69 per cent.
Augment Partners AB is the financial advisor and Eversheds Sutherland Advokatbyrå AB is the legal advisor in connection with the Rights issue and the Compensation issue.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES ISSUED BY THE COMPANY IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. IN A EUROPEAN ECONOMIC AREA ("EEA") MEMBER STATE, SECURITIES REFERRED TO IN THIS PRESS RELEASE MAY ONLY BE OFFERED PURSUANT TO APPLICABLE EXEMPTIONS IN REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF JUNE 14, 2017 (THE "PROSPECTUS REGULATION"). INVITATION TO CONCERNED PERSONS TO SUBSCRIBE FOR SHARES IN THE COMPANY HAS ONLY OCCURED THROUGH THE PUBLISHED EU GROWTH PROSPECTUS.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION, OR WITHOUT APPLICATION OF AN EXEMPTION FROM REGISTRATION, AS APPLICABLE FROM TIME TO TIME IN THE U.S. SECURITIES ACT OF 1933 ("SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED, COVERED BY AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THERE IS NO INTENT TO REGISTER ANY SECURITIES MENTIONED HEREIN IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF SUCH SECURITIES IN THE UNITED STATES. THE INFORMATION CONTAINED IN THIS PRESS RELEASE MAY NOT BE PUBLISHED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTIONS WHERE SUCH DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD CONFLICT WITH APPLICABLE REGULATIONS OR WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR ACTIONS OTHER THAN WHAT RESULTS FROM SWEDISH LAW. ACTIONS CONTRARY TO THIS INSTRUCTION MAY CONSTITUTE VIOLATIONS OF APPLICABLE SECURITIES LAWS.
TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACT AND ARE INCLUDED BY WORDS SUCH AS "SHOULD," "EXPECT," "BELIEVE," "ESTIMATE," "INTEND," "INTEND," "ASSUMP" AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS EKOBOT'S INTENTIONS, OPINIONS, OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH EKOBOT HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH EKOBOT DOES NOT ASSUME WILL BE CORRECT IN THE FUTURE. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES WHICH ARE DIFFICULT TO PREDICT AND GENERALLY CANNOT BE AFFECTED BY EKOBOT. IT SHOULD BE NOTED THAT ACTUAL EVENTS OR OUTCOME MAY DIFFER MATERIALLY FROM THOSE INCLUDED IN, OR EXPRESSED IN, SUCH FORWARD-LOOKING STATEMENTS.