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ChromoGenics publishes prospectus
ChromoGenics AB (“ChromoGenics” or “the Company”) today publishes a prospectus which has been approved and registered with the Swedish Financial Supervisory Authority in connection with the forthcoming new share issue. The prospectus is available on ChromoGenics’ website (ChromoGenics), Erik Penser Bank’s website (Penser) and Finansinspektionen’s website (FI).
The prospectus that ChromoGenics has prepared in connection with the forthcoming new share issue has today been approved and registered by the Swedish Financial Supervisory Authority. The prospectus, containing complete terms and instructions, and application forms can be obtained from ChromoGenics and Erik Penser Bank and is available on ChromoGenics’ website (ChromoGenics) and on Erik Penser Bank’s website (Penser). The prospectus will also be available on Finansinspektionen’s website (FI).
The rights issue in summary
• Each owner of shares in ChromoGenics as of the record date, February 15, 2022, has a preferential right to subscribe for units. Each share entitles to one (1) unit right and three (3) unit rights entitle to subscribe for one (1) unit. One unit consists of four (4) shares and four (4) warrants of series 2022/2023: 1.
• The subscription price amounts to SEK 12.00 per unit, corresponding to a subscription price of SEK 3.00 per share, and means that ChromoGenics can be added a maximum of approximately SEK 68.2 million before issue costs. The warrants are issued free of charge.
• Four (4) warrants entitle, during the period March 13 – 27, 2023, to subscribe for one (1) new share in ChromoGenics at an exercise price corresponding to seventy (70) percent of the volume-weighted average price paid for ChromoGenics’ share on Nasdaq First North Growth Market during the period 21 February – 7 March 2023, however, a minimum of SEK 2.50 and a maximum of SEK 4.50 per share. This means that ChromoGenics, upon full exercise of the warrants, may receive an additional maximum of approximately SEK 25.6 million before issue costs.
• The rights issue is secured to approximately 80 percent through subscription commitments and issue guarantees.
• The subscription period runs from 17 February to 3 March 2022.
• Trading in unit rights is planned to take place on the Nasdaq First North Growth Market during the period 17 – 28 February 2022.
• Trading in BTU will take place from 17 February until the Swedish Companies Registration Office has registered the new share issue.
• Through the rights issue, the share capital in the Company increases by a maximum of SEK 4,543,358.40, from SEK 3,407,519.00 to SEK 7,950,877.40, by issuing a maximum of 22,716,792 shares. The number of shares thus increases from 17,037,595 to a maximum of 39,754,387 shares. For existing shareholders who do not participate in the Rights Issue, this means a dilution effect, upon full subscription, of approximately 57.1 percent of the capital and votes in the Company.
Erik Penser Bank AB and Bird & Bird Advokat are ChromoGenics’ financial and legal advisors, respectively, in conjunction with the Rights Issue.
ChromoGenics is a proptech company that produces dynamic glass for real estate. The company’s product ConverLight® Dynamic, controls indoor comfort with high daylight transmission, great view and solar heat blocking and thereby reduces cost of cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are laminated in plastic film and then laminated between glass. The plastic film is easy to transport, so long shipments of bulky glass can be avoided. ChromoGenics also offers static glass, ConverLight® Static, and the ConverLight® Energy facade glass solution. ChromoGenics’ stock was listed on Nasdaq First North Growth Market in 2017 and has supplied glass technology to several major real estate companies.
ChromoGenics originates from world-leading research at Ångströmlaboratoriet at Uppsala University. The company’s production facility in Uppsala has been partially financed with conditional loans from Energimyndigheten (Energy Authority) in Sweden. ChromoGenics’ share (CHRO) is listed on Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser: firstname.lastname@example.org
This press release is not an offer to subscribe for units in ChromoGenics, and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus.
This press release may not be released, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, paid subscribed shares or subscription rights to any person in a jurisdiction where it would not be permitted to provide such an offer to such person or where such action would require additional prospectus, registration or other measures than according to Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires measures specified in the preceding sentence or where they would conflict with rules in such country.
The new shares paid subscribed shares, and subscription rights have not been registered or approved by any US federal or state securities authority or supervisory authority. No new shares, paid subscribed shares, subscription rights or other securities issued by ChromoGenics have been registered or will be registered in accordance with the United States Securities Act 1933 in force at any time or under the securities law of any state in the United States. Therefore, no new shares, paid subscribed shares, subscription rights or other securities issued by the Company may be transferred, exercised or offered for sale in the United States other than in such exceptional cases that do not require registration or through a transaction that is not covered by such registration. There is no intention to register any part of the offer in the United States, and the securities issued in the Rights Issue will not be offered to the public in the United States.
The Company has not accepted any offer to the public regarding the securities referred to in this press release in any other European Economic Area (“EEA”) country than Sweden. Therefore, in other EEA Member States, the securities can only be offered to qualified investors.
This press release may only be distributed and directed to “qualified investors” (as defined in section 86 (7) of the Financial Services and Markets Act 2000) in the United Kingdom and which are (i) professional investors covered by Article 19 (5) of Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”), or (ii) persons covered by Article 49 (2) (a) to (d) (“High Net Value Companies” etc.) of the Order (commonly referred to as “relevant persons”). In the United Kingdom, such investment or other investment activity referred to in this press release is only available to, and directed only to, relevant persons. Any person who is not a relevant person should not act on the outside or rely on this message or any of its contents.