Sedana Medical AB (publ) intends to undertake a directed new share issue
Regulatory
Sedana Medical AB (publ) (”Sedana Medical” or the ”Company”) today announces its intention to execute a directed new share issue to Swedish and international investors (the ”Private Placement”). The Company has appointed Pareto Securities AB (”Pareto Securities”) as financial adviser in connection with the Private Placement.
Press release 4 June 2018, at 17:30 (CET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The subscription price and the total number of new shares in the Private Placement will be determined through an accelerated bookbuilding procedure (the “Bookbuilding”). The number of new shares will not exceed 10 percent of the number oustanding of shares in the Company (i.e. not exceed 1,728,053 shares).
The Bookbuilding will start no earlier than 17:31 CET 4 June 2018. Pricing and allocation of the new shares is expected to take place before beginning of trading on Nasdaq First North Stockholm at 09:00 CET on 5 June 2018. The timing of the closing of the Bookbuilding, pricing and allocations are at the discretion of the Company and Pareto Securities. The Company will announce the outcome of the Private Placement after closing of the Bookbuilding in a subsequent press release.
The rationale for carrying out the Private Placement is primarily to finance the initiation of a registration process of AnaConDa and IsoConDa in the U.S., and to further fund and accelerate the commercialization in Europe. The Board has decided that now is an opportune time to accelerate the US registration process due to the high level of interest they have received from US based Key Opinion Leaders and centres that could potentially be part of the clinical trials.
The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue is to broaden the shareholder base and that a directed share issue means lower costs and a faster process which collectively and with sufficient strength indicate that it is in the Company’s and the shareholders’ interest that the new share issue is made with deviation from the shareholders’ preferential rights.
The Private Placement is subject to a resolution by the board of directors of the Company, pursuant to the issue authorization given by the annual general meeting on 22 May 2018 to issue new shares, following the close of the Bookbuilding.
In connection with the Private Placement, board member Bengt Julander has indicated that he, through his company Linc AB, intends to acquire up to 80,000 shares from the three board members Sten Gibeck, Mike Ryan and Ola Magnusson (through Magiola Consulting AB). Sten Gibeck and Magiola Consulting AB intends to sell 20,000 shares each and Mike Ryan intends to sell 40,000 shares. The selling shareholders are still under lock-up agreements from the IPO[1], however, Pareto Securities has agreed to waive the lock-up for the selling shareholders to enable the transaction between them and Linc AB. A new lock-up period of 90 days will be entered into by the selling shareholders and the other board members of Sedana Medical in connection with the Private Placement.
Advisers
Pareto Securities is acting sole manager and bookrunner in connection with the Private Placement. Roschier Advokatbyrå AB is legal adviser for the Company and Pareto Securities in connection with the Private Placement. Erik Penser Bank AB is certified advisor for Sedana Medical.
For additional information, please contact:
Christer Ahlberg, CEO, Sedana Medical AB
Mobiel: +46 70 675 33 30, E-Mail: Christer.ahlberg@sedanamedical.com
Thomas Eklund, Chairman, Sedana Medical AB
Mobile: +46 70 824 20 25, E-mail: Thomas.eklund@investorab.com
Sedana Medical is listed on Nasdaq First North in Stockholm and Erik Penser Bank (+46 8 463 83 00) is certified adviser to Sedana Medical.
This information is such that Sedana Medical AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on 4th June 2018 at 17:30 (CET).
Sedana Medical AB (publ) has developed and sells the medical device AnaConDa, for the administration of volatile anaesthetics to mechanically ventilated patients. A major clinical registration study is currently ongoing to obtain market approval in Europe for inhalation sedation in intensive care units with the pharmaceutical IsoConDa® (isoflurane).
Sedana Medical has direct sales in the Nordic countries, Germany, France and Spain as well as external distributors in the rest of Europe, Canada, Australia and South Korea. The company headquarters are based in Stockholm, Sweden with R&D operations in Ireland.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities issued by Sedana Medical AB (publ) (the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), the securities referred to in this release may only be offered (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa or South Korea. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to buy or subscribe for new shares in the share issue must be made solely on the basis of publicly available information, which has not been independently verified by Pareto Securities (the "Manager"). The Manager is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
[1] The lock-up period from the IPO runs until 21 June 2018.