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ChromoGenics publishes prospectus regarding rights issue
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, CANADA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
On 17 December 2018, the board of directors of ChromoGenics AB (publ), reg. no 556630-1809, resolved to issue new shares (the “Rights Issue”). The resolution was approved by an extraordinary general meeting on 17 January 2019. The prospectus regarding the Rights Issue in ChromoGenics has been approved and registered with the Swedish Financial Supervisory Authority and will be available (in Swedish only) on ChromoGenics’ website www.chromogenics.com, and on G&W Fondkommission’s website www.gwkapital.se, shortly.
The Rights Issue in brief
- Through the Rights Issue, ChromoGenics’ share capital may increase by maximum SEK 25,913,397.00 by an issue of maximum 129,566,985 new shares.
- Anyone registered as a shareholder in ChromoGenics on the record date 24 January 2019, has a pre-emptive right to subscribe for shares in the Rights Issue, where one (1) existing share entitles to three (3) subscription rights. One (1) subscription right entitles to subscription of one (1) share at a subscription price of SEK 0.60 per share.
- Upon full subscription in the Rights Issue, the Company will raise approximately SEK 77.7 million before transaction costs.
- The subscription period commences on 28 January 2019 and ends on 15 February 2019.
- Trading in subscription rights takes place during 28 January – 13 February 2019.
- ChromoGenics has received subscription undertakings corresponding to 78 per cent of the Rights Issue, of which 3 per cent refer to subscription undertakings and 75 per cent refer to guarantee commitments. The guarantors receive a market-based compensation for their commitments.
Directly registered shareholders will be sent an information leaflet and an issue report from Euroclear with a pre-printed payment slip. Nominee registered shareholders will not receive any issue report. Subscription and payment shall be made in accordance with the instructions of the respective bank or other trustee.
The outcome of the rights issue will be published by press release, which is expected to take place on 18 February 2019.
Financial and legal advisors
G&W Fondkommission is financial advisor to ChromoGenics in connection with the issue. Advokatfirman Lindahl KB is legal advisor to the company.
Jerker Lundgren, CEO
Lars Ericsson, CFO & Head of Communication
Tel: +46 (0)18 430 0430
Certified Adviser: G&W Fondkommission, e-mail: firstname.lastname@example.org, tel.: +46 (0) 8 503 000 50
This information constitutes such information that ChromoGenics AB (publ) is obligated to disclose in accordance with the EU Market Abuse Regulation. The information was submitted by the above-mentioned contact persons for publication on 21 January 2019, at 03:30 p.m. CET.
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by ChromoGenics AB (publ).
This announcement and the information contained herein is not for distribution in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In the United Kingdom, this announcement and the information that this announcement contains is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of the Prospectus Directive. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
Certain matters discussed in this announcement constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
ChromoGenics offers dynamic glass with controllable heat- and light transmission. The company’s unique technology ConverLight® provides sustainable solar control for increased indoor comfort and energy efficiency. ConverLight® also contributes to Green Building certifications. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala, Sweden, and the technology is derived from the world leading research center at Ångström Laboratory at Uppsala University. The plant has been partly financed by a conditional loan from the Swedish Energy Agency. ChromoGenics share (CHRO) is listed on Nasdaq First North Stockholm with G&W Fondkommission as Certified Adviser.