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.
EKOBOT AB (publ) (“Ekobot” or the “Company”) announces today the final outcome of the rights issue of shares with subscription period from and including February 23, 2023, to and including March 9, 2023 (the “Rights issue”). The outcome shows that 5,426,972 shares, corresponding to approximately 63.4 per cent of the Rights issue have been subscribed for with the support of subscription rights. 5,728,821 shares, corresponding to approximately 66.9 per cent of the Rights issue have been subscribed for without the support of subscription rights. The Rights issue is thus subscribed for approximately 130.3 per cent, implying that no underwriting commitments will be claimed. The board of directors have, based on the authorisation from the extra general meeting on February 16, 2023, decided to issue 2,141,182 shares to meet the demand in the Rights issue by fully utilising the directed over-allotment issue (the “Over-allotment issue”). Thus, the Company receives approximately SEK 26.8 million in total from the Rights issue and the Over-allotment issue before issue costs, of which approximately SEK 2.6 million was subscribed by set-off against bridge loan. The net proceeds will be used to scale up the commercialisation that the Company commenced in 2022 and to strengthen the balance sheet.
The Rights issue in short
Individuals that were registered as shareholders as of the record date February 21, 2023, received one (1) subscription right for each existing share held in the Company. One (1) subscription right entitled to subscribe for two (2) new shares. In addition, it was possible to register for subscription of shares without the support of subscription rights. The subscription price in the Rights issue was SEK 2.50 per share.
The Rights issue included a total of 8,564,728 shares. In total, the Rights issue was subscribed to approximately 130.3 percent, meaning that all 8,564,728 shares will be issued, distributed among:
- 5,426,972 shares subscribed for with preferential right, corresponding to approximately 63.4 per cent of the Rights issue.
- 3,137,756 shares subscribed for without preferential right, corresponding to approximately 36.6 per cent of the Rights issue.
- Of the above, a total of 1,030,228 shares were subscribed by set-off against bridge loan, corresponding to approximately 12.0 per cent of the Rights issue.
The board of directors have, based on the authorisation from the extra general meeting on February 16, 2023, decided to issue 2,141,182 shares to meet the demand in the Rights issue by fully utilising the Over-allotment issue. The purpose of the deviation from the shareholders’ preferential right is to meet the demand in the Rights issue. The allocation principles in the Over-allotment issue follows the allocation principles in the Rights issue, meaning that 2,141,182 shares will be issued and allocated to shares subscribed for without preferential right.
The subscription price for the shares in the Over-allotment issue is SEK 2.50 per share and corresponds to the subscription price in the Rights issue. Thus, the Company receives approximately SEK 5.4 million from the Over-allotment issue, meaning that the Company receives approximately SEK 26.8 million in total from the Rights issue and the Over-allotment issue before issue costs, of which approximately SEK 2.6 million was subscribed by set-off against bridge loan.
Notice of allocation
Notice of allocation to all those who have subscribed for shares without subscription rights is expected to be distributed today, March 14, 2023. Subscribed and allocated shares must be paid for at the latest on the settlement date, March 16, 2023, in accordance with the instructions on the settlement note. Shareholders with a share deposit will receive notification of allocation and payment in accordance with respective custodians’ routines.
Shares, share capital and dilution
Through the Rights issue, the Company’s share capital increases by SEK 2,997,654.80, from SEK 1,498,827.40 to SEK 4,496,482.20 and the number of shares increases by 8,564,728, from 4,282,364 to 12,847,092. Through the Over-allotment issue, the Company’s share capital increases by SEK 749,413.70 to SEK 5,245,895.90 and the number of shares by 2,141,182 to 14,988,274.
The dilution for shareholders who did not participate in the Rights issue amounts to 66.67 per cent, and with the utilisation of the Over-allotment issue to 71.43 per cent.
For the bottom-up underwriting commitments, underwriting compensation is paid in the form of cash of twelve (12) per cent or eighteen (18) per cent in shares of the underwritten amount. Any decision on the issue of shares to the underwriters will be announced by a separate press release.
Trading in BTA and conversion of BTA into shares
Trading in paid subscribed shares (“BTA”) continues until the Rights issue has been registered by the Swedish Companies Registration Office, which is expected to take place during week 12, 2023. As soon as the Rights issue has been registered, BTA will be converted into shares.
Augment Partners AB is the financial advisor and Eversheds Sutherland Advokatbyrå AB is the legal advisor in connection with the Rights issue and the Over-allotment 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.