Inside information: Rights issue
Company announcement nr. 80-2023
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
The Rights Issue: The Rights Issue offers a total of 18,221,926 New Shares at a Subscription Price per new share of DKK0.76. The maximum gross proceeds in cash correspond to approximately 13.8 mDKK and net proceeds in cash of 11.6 mDKK after deduction of estimated transaction-related costs of 2.2 mDKK (including guarantor commissions). The Company has obtained pre-subscription commitments in cash of 0.9 mDKK (corresponding to 6.7% of the Issue) from management and co-founder and guarantee commitments of 6.7 mDKK (corresponding to 48.3% of the Issue), which corresponds to minimum gross proceeds of 7.6 mDKK (corresponding to 55.1% of the Issue)gross and 5.8 mDKK net after deduction of transaction related costs of 1.8 mDKK.
The use of funds: The net proceeds from the Rights Issue will be allocated to: (i) investing in additional robot- production cells, (ii) expanding commercial capacity, (iii) supporting working capital, and (iv) repaying short-term debt. The funds raised through a fully subscribed Rights Issue are anticipated to enable the Company to reach a break-even point in the first half of 2025.
TABLE OF CONTENTS OF THIS ANNOUNCEMENT
- The Issue
- Background and rationale
- Timeline
- Detailed terms and conditions
- Pre-commitments
- Ownership structure
- Legal rights and obligations
- Other information
1: THE ISSUE
The Rights Issue in brief:
- The Issue is carried out as a rights issue, where a minimum of 10.032.013 shares and a maximum of 18.221.926 shares are offered.
-
The New Shares are offered with pre-emptive rights for Existing Shareholders. Each Existing Shareholder will receive 1 (one) subscription rights for each 1 (one) existing share held on the record date on
6 November 2023 . For each 1 (one) subscription right, 1 (one) New Share can be subscribed. -
The subscription price per New Share is
0.76 DKK , calculated as 10-days volume-weighted average price (“VWAP”) from Monday16 October 2023 to Friday27 October 2023 , less 60% discount (“Subscription Price”). -
The subscription period of the Rights Issue will commence on
7 November 2023 at9:00 a.m. CET (Central European Time = local Danish time) and will close on20 November 2023 at5:00 p.m. CET (the “Subscription Period”) - Under the assumption of full subscription in the Rights Issue, a total of 18,221,926 New Shares will be issued corresponding to gross proceeds of maximum 13.8 mDKK and net proceeds of 11.6 mDKK after deduction of transaction-related costs of approximately 2.2 mDKK, of which 0.8 mDKK is guarantors commissions and 1.4 mDKK is other transaction related costs.
- The minimum gross proceeds are 7.6 mDKK (corresponding to 55.1% of the Issue), which is the sum of pre-subscription commitments of 0.9 mDKK (corresponding to 6.7% of the Issue) and guarantee commitments of 6.7 mDKK (48.3%).
-
Odico’s share capital before the Issue amounts to nominally
911,096.30 DKK (corresponding to 18.221.926 shares of nominally0.05 DKK per share). Upon full subscription of the Issue, the Company’s share capital will amount to nominally 1,822,192.60 divided onto 36,443,852 shares, and upon minimum subscription, the Company’s share capital will amount to1,412,696.95 DKK divided onto 28,253,939 shares.
2: Background and rationale
The business
In the past decade,
The immediate goal is to achieve break-even in the first half of 2025. Proceeds from a fully subscribed Rights Issue will provide the financial stability needed to realize this ambition.
The use of funds
There are four primary areas
- Investing in additional robots/production cells
The existing pipeline of
2. Expanding commercial capacity
As the customer base increases and becomes more geographically dispersed, additional commercial resources are added
3. Supporting working capital
As
4. Repaying short-term debt
Risk factors
Investing in
Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive Management reports to the Board of Directors on all important matters, including risk management and findings. Although no guarantees can be given that other risks will not emerge and have negative adverse effects on the business, Management believes that the key risks can be summarized as follows:
Operational Risk:
Lead Time and Counterparty Risk: Odico’s business model is dependent on counterparties and their ability to deliver key input materials on time. If relevant counterparties fail to deliver relevant input materials
Risk Of New Strategy: The Company has decided to transform the business and use the partnership strategy as the foundation for the business and future growth. This means that
Project Based Risk: Odico’s business model is primarily built on non-recurring projects. This structure imposes a risk regarding the future outlook for the Company and its financial performance, as the business model is dependent on projects running either simultaneously or in close connection with each other. As a result, the Company faces risks concerning future orderbook, timing of projects, and, as a result, risks concerning working capital.
Funding And financial risk: At the time of this announcement, The Company is in a position where the current working capital is sufficient to finance Odico’s activities for the next twelve months, taking underwriting commitments into account. At full subscription the Company will be able to execute on all planned activities, whereas a minimum subscription will allow the company to continue more limited activities. As a result, The Company faces financial risk should the Rights Issue not be fully subscribed.
3: TIMELINE
Timetable for the Issue:
31 October 2023 :Announcement of Right Issue2 November 2023 :Last date of trading shares with Subscription Rights3 November 2023 :First day of trading in Subscription Rights6 November 2023 :Record Date7 November 2023 :First day of Subscription Period16 November 2023 :Last day of trading in Subscription Rights20 November 2023 :Last day of Subscription Period23 November 2023 :Announcement of result of Rights Issue27 November 2023 :Registration of capital increase1 December 2023 : First day of trading of New Shares
Admission to trading
The first day of trading in Subscription Rights is on
After registration of the capital increase in the
4: DETAILED Terms and Conditions
Maximum and Minimum Offer
Existing Shareholders will receive 1 (one) Subscription Right for each 1 (one) existing share that the shareholder owns at the record date of
The Maximum Offer consists of 18,221,926 New Shares being issued with pre-emptive rights for Existing Shareholders at a subscription price of
The Minimum Offer consists of 10,032,013 new shares being issued at a subscription price of
Record date
The Record Date is
Subscription Period
The Subscription Period commences on
Trading and exercise of Subscription Rights
The Subscription Rights have been approved for admission to trading on Nasdaq First North Growth Market Denmark with ISIN DK0062613618 and will be traded in the ISIN code under the symbol "
Subscription with Subscription Rights
Holders of Subscription Rights wishing to subscribe for New Shares must do so through their own custodian institution or financial intermediary, in accordance with the rules of such institution. The deadline for notification of exercise depends on the holder's agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the Subscription Period. Once a holder has exercised its Subscription Rights, the exercise may not be revoked or modified. During the Subscription Rights Trading Period, holders of Subscription Rights who do not wish to exercise their Subscription Rights to subscribe for New Shares may sell their Subscription Rights on Nasdaq First North Growth Market Denmark, and a purchaser may use the acquired Subscription Rights to subscribe for New Shares. Holders wishing to sell their Subscription Rights should instruct their custodian institution or other financial intermediary accordingly. Any unused Subscription Rights (i.e., Subscription Rights that are not exercised during the Subscription Period or sold before the last day of trading) will lapse with no value, and the holder of such Subscription Rights will not be entitled to compensation.
Subscription for remaining New Shares
The public and Existing Shareholders can subscribe for any remaining New Shares not subscribed for with support from Subscription Rights. The remaining New Share will be subscribed for on the same terms, including dates, as for those subscribing using Subscription Rights. Subscription shall be made through a subscription form, which is available on the Company's website (https://www.odico.com). The subscription form shall be filled out and submitted to the account holders' own bank according to their respective instructions.
Plan of distribution and allotment
Allocation of subscribed shares will be decided by Odico’s Board of Directors, with the following guiding principles:
- Pre-subscription with support of Subscription Right
- Public subscription with support of Subscription Right
- Subscription for remaining New Shares without support of Subscription Rights
- Guarantors called (if applicable)
Withdrawal of applications of subscription
Instructions to subscribe for New Shares with Subscription Rights or subscriptions for remaining New Shares without support of Subscription Rights are irrevocable. However, if a supplement to this announcement is published by the Company during the time for trading in pre-emptive rights and or the Subscription Period, investors shall have the right to withdraw the subscription made for New Shares within two (2) business days from publishing of such information.
Announcements of the results of the Rights Issue
The results of the Rights Issue will be communicated in a company announcement expected to be published on
Dilution
As per the date of this Announcement, the Company's registered share capital had a nominal value per share of
5: PRECOMMITMENTS
The Company has secured the Rights Issue to 55.1% through a combination of pre-subscription and guarantee commitments as shown below:
| Pre-commitment (DKK): | Percentage of total |
Pre-Subscription commitment | 930,000 | 6.72% |
Guarantee commitment | 6,694,338 | 48.34% |
Total pre-commitments: | 7,624,338 | 55.05% |
The Minimum Offer corresponding to 10,032,013 New Shares is a sum of pre-subscription commitments of approximately 0.9 mDKK corresponding to 1,223,682 New Shares and guarantee commitments of approximately 6.7 mDKK corresponding to 8,808,331 New Shares.
Pre-Subscription commitments
The Company has received legally binding written pre-subscription commitments from SØNDERGAARD-MAIER HOLDING ApS,
All investors who have entered pre-subscription commitments in the Rights Issue are guaranteed a full allotment in accordance with their respective commitments. Pre-subscription commitments have not been secured through advance transaction, bank guarantee or similar. The pre-subscription commitments of approximately 0.9 mDKK are not associated with any compensation. Subscription in accordance with the pre-subscription commitments are made to the same terms as in the Issue. The full list of pre-subscribers and their subscription amounts are set out in the table below.
Pre-subscriber: | Relation: | Pre-subscription (DKK): | Part of the Issue: |
SØNDERGAARD-MAIER HOLDING ApS | CTO and Co-founder | 800,000 | 5.78% |
CFO | 100,000 | 0.72% | |
CCO | 30,000 | 0.22% | |
Total: | 930,000 | 6.72% |
The pre-subscriber’s commitments in relation to the Rights Issue are documented in separate bilateral agreements but are not secured through advance transactions, bank guarantees or similar.
Guarantee commitments
The Company has received legally binding written guarantee commitments for a total of approximately 6.7 mDKK, which corresponds to approximately 48.3% of the Rights Issue. Guarantee commitments are exchanged for binding subscription in the Rights Issue to the extent the Rights Issue is not subscribed for in cash by public subscription.
The guarantee commitments are divided into three brackets:
- The bottom guarantee covers from 6.7% subscription up to 50% subscription (“Bottom Guarantee”)
- The middle guarantee covers from 50% subscription to 70% subscription (“Middle Guarantee”)
- The top guarantee covers from 70% subscription to 100% subscription (“Top Guarantee”)
Any called guarantee commitment, regardless of range, will be shared between all participants in the relevant committed range, pro rata. Guarantors in the Bottom Guarantee receive a cash commission of 12%. Guarantors in the Middle Guarantee receive a cash commission of 14%. Guarantors in the Top Guarantee receive a cash commission of 18%. The guarantee commissions will be paid/settled by the company. The guarantors will receive cash commission according to their respective level (Bottom Guarantee, Middle Guarantee and Top Guarantee) regardless of whether the guarantors are called or not called.
The following guarantors have made commitments:
Bracket: | Guarantee commitment (DKK): | Share of the Issue: | |
[70% - 100%] | 500,000 | 3.6% | |
[50% - 70%] | 100,000 | 0.7% | |
Johan Waldhe | [50% - 70%] | 100,000 | 0.7% |
[6.7% - 50%] | 3,000,000 | 21.7% | |
Johan Waldhe | [6.7% - 50%] | 900,000 | 6.5% |
[6.7% - 50%] | 800,000 | 5.8% | |
[6.7% - 50%] | 400,000 | 2.9% | |
Simon Hammarström | [6.7% - 50%] | 250,000 | 1.8% |
[6.7% - 50%] | 244,338 | 1.8% | |
[6.7% - 50%] | 200,000 | 1.4% | |
Fredrik Åhlander | [6.7% - 50%] | 100,000 | 0.7% |
[6.7% - 50%] | 100,000 | 0.7% | |
Total
| 6,694,338 | 48.3% |
Guarantee commitments in connection with the Rights Issue are documented in separate bilateral agreements which are legally binding, but are not secured through advance transactions, bank guarantees or similar.
All guarantors are in an arms-length relationship with the Company, the Certified Advisor as well as the Financial Advisor.
6: SHARE CAPITAL AND OWNERSHIP STRUCTURE
Pre-subscriber
| Time of announcement | The Rights Issue | ||||||||
Minimums subcsription | Maximum subscription | |||||||||
Shares | Ownership | New shares | Total shares | Ownership | New shares | Total shares | Ownership | |||
SØNDERGAARD-MAIER HOLDING ApS | 1,968,940 | 10.81% | 1,052,631 | 3,021,631 | 10.69% | 1,052,631 | 3,021,571 | 8.29% | ||
15,000 | 0.08% | 131,578 | 146,578 | 0.52% | 131,578 | 146,578 | 0.40% | |||
- | 0.0% | 39,473 | 39,478 | 0.14% | 39,473 | 39,473 | 0.11% | |||
Rest (about 3.800 shareholders) | 16,237,986 | 89.1% | 8,808,331 | 25,046,331 | 88.6% | 16,998,244 | 33,236,230 | 91.2% | ||
Total | 18,221,926 | 100% | 10,032,013 | 28,253,939 | 100% | 18,221,926 | 36,443,852 | 100% |
Note to table above: When calculating the minimum number of New Shares, the guarantors and pre-subscribers have been included.
Change of share capital
At the assumption of a fully subscribed Rights Issue, the number of shares in the Company will increase by a maximum of 18,221,926 New Shares, from 18,221,926 shares to 36,443,852 shares and the share capital will increase by a maximum of
7: LEGAL RIGHTS AND OBLIGATIONS
General rights attached to the New Shares
The New Shares will have identical rights as the existing shares. These include voting rights, the right to receive dividends, and the right to participate in the proceeds in case of a dissolution or liquidation of the Company. Further, all shares have equal rights in the event of insolvency, liquidation, or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022).
The New Shares expected to be issued in connection with the Rights Issue are ordinary shares, and no shares of the Company carry special rights. The New Shares are negotiable instruments and there are no restrictions on negotiability. At General Meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder on the record date.
Rights to dividend
The New Shares will, when fully paid up and registered with the
Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to shareholders of shares who are not residing in
Dividends that have not been claimed by shareholders within three (3) years from the time they are payable will, in accordance with applicable Danish law, be forfeited and will accrue to the Company.
Pre-emptive Subscription Rights
Under Danish law, the shareholders generally have pre-emptive Subscription Rights if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive Subscription Rights of the shareholders are subject to exceptions due to authorizations granted by the general meeting.
8: OTHER INFORMATION
Compliance
Any holders of Subscription Rights that exercise any of their Subscription Rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising Subscription Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Issue procedures set forth in this Announcement. Upon expiry of the Subscription Period, any Subscription Rights not exercised will lapse without value, and the holders of lapsed Subscription Rights will not be entitled to any compensation.
Every investor should be aware that their respective bank/financial institute may classify subscription of shares as a complex product and may, therefore, request information from the investor before subscription can be carried out.
Legal regulations
The New Shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company’s Articles of Association as of the date of this Announcement.
Tax considerations
An investment in the Issue may result in tax consequences for the investor.
Withdrawal and delay of the Issue
The Company is not allowed to withdraw the Issue. However, it may delay or suspend the Rights Issue if the registration of the New Shares is refused by the
Conflicts of interest
Baker Tilly Corporate Finance P/S (“
Miscellaneous
Group relations
The Company’s share capital is fully paid up. The Company is registered in the
Key people and advisers
The Company’s Board of Directors:
Søren Ravn Jensen (Chairman BoD),
The Company’s Management:
Financial Adviser:
Gemstone
Strandvejen 60,
DK-2900 Hellerup
Issuing Agent and Settlement Agent:
Stortorget 3
SWE-211 22 Malmö
Certified Adviser:
Baker Tilly Corporate Finance P/S
Poul Bundgaards Vej 11,
DK-2500 Valby
Legal Adviser:
Danders & More Advokatpartnerselskab
Frederiksgade 17,
DK-1265 København K
For further information about
CEO,
henrik.jacobsen@odico.dk
+45 3015 2229
For further information about the Issue, please contact:
Sadjad Hassani
Associate, Gemstone Capital A/S
sh@gemstonecapital.com
+45 2758 5929
About Odico A/S
With a focus on reducing material waste and CO2 emissions,
Read more about
Attachments
- Download announcement as PDF.pdf
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