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THE LAST DAY FOR TRADING IN THE WARRANTS TO 4 AND TO 5 IS TODAY, 22 MARCH 2023
THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART IS SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN CHROMOGENICS AB (PUBL). SEE ALSO THE “IMPORTANT INFORMATION” SECTION BELOW.
Today, 22 March 2023, is the last day for trading in warrants of series TO 4 and TO 5 ("Warrants") issued in connection with ChromoGenics AB's ("ChromoGenics" or the "Company") rights issues of units announced on 8 February 2022 ("Rights Issue TO 4") and 6 October 2022 ("Rights Issue TO 5") respectively. Note that Warrants that are not sold no later than 22 March 2023, or alternatively used to subscribe for shares no later than 27 March 2023, expire without value.
Within the scope of the Rights issue TO 5, ChromoGenics issued 63,480,036 warrants of series TO 5. Furthermore, ChromoGenics issued an additional 1,043,094 warrants of series TO 5 to guarantors in the Rights Issue TO 5 who chose to receive guarantee compensation in units. The exercise period of the warrants runs up until 27 March 2023. One (1) warrant entails the right to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price for the Company's share during the period from and including 16 February 2023 to and including 7 March 2023, but at least SEK 0.2 and at most SEK 1.0. The volume-weighted average price for the Company's shares during the period amounted to 0.25 SEK, which is why the subscription price has been set at 0.20 SEK per share.
Within the scope of the Rights Issue TO 4, ChromoGenics issued 18,145,892 warrants of series TO 4. The exercise period for the warrants runs up until 27 March 2023. One (1) warrant of series TO 4 entitles to subscribe for 0.44 shares in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price paid for the Company's share during the period from and including 21 February 2023 to and including 7 March 2023, however a minimum of SEK 1.4 and a maximum SEK 2.6 per share. The volume-weighted average price paid for the Company's share during the period amounted to approximately SEK 0.23, which is why the subscription price has been set at SEK 1.4 per share.
In the event that all warrants of series TO 5 are used to subscribe for shares, ChromoGenics will receive approximately SEK 12.9 million before issue costs, which are estimated to amount to approximately SEK 0.4 million.
In the event that all warrants of series TO 4 are used to subscribe for shares, ChromoGenics will receive approximately SEK 11.2 million.
The net proceeds of up to approximately SEK 23.7 million is intended to be used in its entirety for the go-to-market strategy, which includes increasing sales through an expanded sales organization, developing the partner concept and marketing.
Exercise of warrants of series TO 4 and TO 5
Application for subscription – directly-registered owners
Application takes place via an application form that is available on Vator Securities' and ChromoGenics' respective websites. Payment is made according to the instructions on the application form. Both the application form and payment must be provided to Vator Securities no later than 15.00 CEST on 27 March 2023.
Application for subscription – nominee-registered owners
If the warrant holder has warrants in a depository account, investment savings account (Sw. investeringssparkonto, ISK) or capital insurance (Sw. kapitalförsäkring, KF), subscription and payment shall take place with the nominee, who will give further instructions on the procedure for exercising warrants. The warrant holder should contact its nominee in good time for further instructions regarding the exercise of warrants.
|Last day of trading:||22 March 2023|
|End of exercise period:||27 March 2023|
|Announcement of outcome:||29 March 2023|
|Interim shares converted to shares:||6-11 April 2023|
Shares, share capital and dilution
If all warrants of series TO 4 are exercised, the number of shares in the Company will increase by 7,984,192 shares and the share capital by SEK 1,596,838.4. In the event that all warrants of series TO 5 are exercised, the number of shares in the Company will increase by 64,523,130 shares and the share capital by SEK 12,904,626.0.
In the event that all warrants of series TO 4 and TO 5 are exercised, the number of shares in the Company will thus increase by a total of 72,507,322 shares to 215,312,457 shares and the share capital by a total of SEK 14,501,464.4 to 43,062,491.4 SEK. This corresponds to a dilution effect from the warrants of a maximum of approximately 33.7 percent.
Recalculation of terms for warrants of series TO 4
According to the original conditions for warrants series TO 4, four (4) warrants entitle, during the period 13 – 27 March 2023, to the subscription of one (1) new share in ChromoGenics at an exercise price corresponding to seventy (70) percent of the volume-weighted average price paid for ChromoGenic's share on the Nasdaq First North Growth Market during the period 21 February – 7 March 2023, however, minimum SEK 2.50 and maximum SEK 4.50 per share.
Due to the Rights Issue TO 5, which was announced on 6 October 2022, Vator Securities has, on behalf of ChromoGenics and in accordance with the conditions for warrants series TO 4, carried out a recalculation of the lowest and the highest subscription price in the subscription price interval as well as the number of shares each warrant of series TO 4 entitles to new subscription of.
The recalculation resulted in the new lowest subscription price in the interval amounting to SEK 1.4 and the new highest subscription price in the interval amounting to SEK 2.6, i.e., minimum SEK 1.4 and maximum SEK 2.6 per share and that each warrant of series TO 4 gives the right to subscribe for 0.44 new shares in the Company. Other conditions for warrants series TO 4 remain unchanged.
Uppsala 22 March 2023
ChromoGenics AB (publ)
For further information, please contact:
Fredrik Fränding, CEO, ChromoGenics
Tel: +46 (0)72 249 24 62
This information was submitted, through the care of the above contact person, for publication on 22 March 2023 at 08.00 CEST.
Vator Securities AB, Kungsgatan 34, SE-111 35 Stockholm
Tel: +46 (0)8-580 065 99
ChromoGenics is a PropTech company that produces dynamic glass for real estate. One company product, ConverLight® Dynamic, controls indoor comfort by optimising daylighting, good views and blocking solar heat, and thereby contributing to reducing costs for cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are sputtered onto plastic film and then laminated between glass layers. The plastic film is easy to transport which means long distance shipping of bulky glass can be avoided. ChromoGenics also offers ConverLight® Static, a static glass version, and a façade glazing solution, ConverLight® Energy. ChromoGenics has supplied glazing technology to a large number of major real estate companies. Its shares were listed on the Nasdaq First North Growth Market in 2017.
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in ChromoGenics. The invitation to interested persons to subscribe for units consisting of shares and warrants series TO 4 and TO 5 in ChromoGenics has only taken place through the prospectuses that ChromoGenics published on 16 February 2022 and 8 November 2022 respectively. Readers are asked to read the prospectus for a description of the risks which are linked to an investment in the Company. This press release may not be published, published or distributed, directly or indirectly in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where such action is wholly or partially subject to legal restrictions.