The Rights Issue in short
- Today, Senzime’s Board of Directors has resolved on the Rights Issue of approximately SEK 100 million and issue terms, subject to approval by the EGM planned to be held on 16 February 2023. Notice to the EGM will be published through a separate press release.
- The purpose of the Rights Issue is to implement several initiatives to scale up the operational business such as ensuring that leverage and delivery of the development of hard- and software for the strategic partnership with Masimo and following roll-out are maximised. Furthermore, the Company intends to finance the general working capital need as a result of growth projections.
- Shareholders in Senzime have preferential rights to subscribe for shares in the Rights Issue, whereby each existing share will entitle to one (1) subscription right and five (5) subscription rights entitle to subscription of one (1) new share.
- The subscription price in the Rights Issue has been set to SEK 7.25 per new share. The Rights Issue comprises up to 13,976,797 new shares which, assuming the Rights Issue is fully subscribed, will provide the Company with issue proceeds of approximately SEK 100 million before deduction of transaction costs.
- Provided that the Rights Issue is approved by the EGM, the record date for the Rights Issue is expected to be on 17 February 2023 and the subscription period is expected to run from 21 February 2023 through 7 March 2023. The Company intends to publish the prospectus on 16 February 2023.
- The last day of trading in the Senzime share including right to participate in the Rights Issue is 15 February 2023.
- The Company's shareholders, the Crafoord family and associated entities, Segulah Venture, AB Segulah, Fredrik Rapp and Lennart Kalén (through company), together representing approximately 26.4 per cent of the total number of shares and votes in the Company, support the Rights Issue decision and have undertaken to vote for the Rights Issue at the EGM as well as subscribe for their pro rata shares in the Rights Issue. Handelsbanken Fonder, Sorin J. Brull, The Fourth Swedish National Pension Fund, Swedbank Robur Fonder, FE Fonder, Philip Siberg (privately and through company) and Pia Renaudin, together representing approximately 23.4 per cent of the total number of shares and votes in the Company, support the Rights Issue decision and have declared their intention to vote for the Rights Issue at the EGM as well as intend to subscribe for their pro rata shares in the Rights Issue. Additionally, the Company has entered into external underwriting commitments of SEK 41.5 million on customary terms. Hence, the Rights Issue is covered to 90.7 per cent through subscription commitments, declarations of intent to subscribe and underwriting commitments.
Pia Renaudin, CEO of Senzime
“We are very happy for the continued trust and strong support from our current shareholders. During 2022, we accomplished a stable sales growth, entered into a strategic partnership with Masimo, and acquired Respiratory Motion Inc. Through the Rights Issue, we can continue to undertake a number of initiatives to achieve the updated financial targets. We look forward to continue our growth journey and work towards a world without anesthesia- and respiratory-related complications”, says Pia Renaudin, CEO of Senzime.
Background and rationale for the Rights Issue
Senzime was founded in 1999 with the mission to develop patient-centric systems for measuring life-critical substances. Senzime develops and markets CE-marked and FDA-approved medical device systems. The Company’s product portfolio includes TetraGraph and ExSpiron 2Xi, for real time monitoring of the patient’s muscle function before, during and after surgery under anesthesia. Senzime’s products are driven by unique algorithms, from many years of research. The business model is built on sales of monitors to hospitals and associated disposable sensors generating recurring revenue for the Company. The Company’s goal is to help improve clinical precision and simplify medical care. Senzime’s system for monitoring of neuromuscular function is called TetraGraph, which digitally and continuously measures the degree of so called neuromuscular blockade, which prevents complications in surgery under anesthesia. Fewer complications contribute to shorter hospital stays and lower healthcare costs. With a usability focus, Senzime’s vision is that TetraGraph will be used in all surgery where muscle relaxant drugs are used, to ensure a safe awakening for all patients. The Company’s other product, ExSpiron 2Xi, is a non-invasive monitoring system for respiratory volume and minute ventilation for both inpatients and outpatients. ExSpiron 2Xi continuously monitors the patients and alarms at an early stage in case of a change in the patient’s respiratory function in order to prevent respiratory failure, which can effect other organs in the body and in worst case lead to decease. Senzime is active in a globally growing market. Annual sales volume in Senzime’s main markets is valued at more than SEK 100 billion.[1] The Company’s focus markets are: the US, Germany, France, Italy, Great Britain, Spain, Switzerland, South Korea and Japan. Since 2021, the Senzime share is listed on Nasdaq Stockholm.
In November 2022, Senzime presented updated financial targets. The updated financial targets includes reaching net sales of SEK 275–325 million in 2025, a long-term EBITDA margin exceeding 40 per cent and a market share of at least 10 per cent in active market segments. As a result of the recently presented targets, the Company intends to implement several initiatives to scale up the operational business. The initiatives include to continue strengthening the sales organisation especially in the US given the recently published clinical guidelines, ensure that leverage and delivery of the development of hard- and software for the Masimo collaboration and following roll-out are maximised and properly dimension the sales force in Senzime’s active markets. Furthermore, the Company intends to finance the general working capital need as a result of growth projections.
To enable the initiatives following the updated financial targets, and to finance the Company’s continued growth journey, Senzime’s Board of Directors today resolved on a new issue of shares of approximately SEK 100 million before deduction of transaction costs with preferential rights for Senzime’s shareholders, subject to approval by the EGM, planned to be held on 16 February 2023.
The Rights Issue
For the reasons stated above, Senzime’s Board of Directors has today resolved, subject to approval by the EGM, to carry out the Rights Issue of approximately SEK 100 million before deduction of transaction costs.
Those who are registered as shareholders on the record date 17 February 2023 have preferential right to subscribe for new shares in proportion to their existing shareholdings. Subscription of shares may also take place without preferential right.
The subscription period is expected to run from 21 February 2023 through 7 March 2023. The Board of Directors of Senzime is entitled to extend the subscription period and the time of payment which, if applicable, will be announced through press release on 7 March 2023 at the latest. The trading in subscription rights is expected to take place on Nasdaq Stockholm during the period from 21 February 2023 to 2 March 2023 and the trading in paid subscribed shares (SWE: betald tecknad aktie) during the period from 21 February 2023 through 20 March 2023.
The Board of Directors’ resolution on the Rights Issue is subject to approval by the EGM, planned to be held on 16 February 2023. For further information, please see separate press release with notice to the EGM.
Terms of the Rights Issue
Those who are registered shareholders in Senzime on the record date 17 February 2023 receive one (1) subscription right for each share. The subscription rights grant the holder preferential right to subscribe for new shares where five (5) subscription rights entitle the holder to subscribe for one (1) new share. In addition, investors are offered the possibility to subscribe for shares without subscription rights.
The subscription price has been set to SEK 7.25 per new share. Brokerage commission is not charged. Assuming that the Rights Issue is fully subscribed, the share capital will increase by a maximum of SEK 1,747,099.625, from SEK 8,735,498.125 to SEK 10,482,597.750, by new issue of a maximum of 13,976,797 new shares, which means that the total number of shares increases from 69,883,985 shares to 83,860,782 shares.
If all of the new shares are not subscribed for with subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allocation of new shares which have been subscribed for without subscription rights, in accordance with the following allocation principles:
- Primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, pro rata in proportion to the number of shares subscribed for with subscription rights and, to the extent the shares cannot be allocated as stated above, allocated through drawing of lots, and
- Secondly, allocation shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of new shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots, and
- Thirdly, allocation shall be made to those who have committed to underwrite the Rights Issue, in proportion to such underwriting commitment.
When selling a subscription right, the preferential right is transferred to the new holder of the subscription right.
Shareholders who choose not to participate in the Rights Issue will, given that the Rights Issue is fully subscribed, have their shareholdings diluted by approximately 16.7 per cent of the shares and approximately 16.7 per cent of the votes, but are able to financially compensate for this dilution by selling their subscription rights.
Full terms and conditions for the Rights Issue and other information about Senzime will be presented in the Prospectus expected to be published by the Company on Senzime’s website, www.senzime.com, on 16 February 2023.
Subscription commitments, declarations of intent to subscribe and underwriting commitments
The Company's shareholders, the Crafoord family and associated entities, Segulah Venture, AB Segulah, Fredrik Rapp and Lennart Kalén (through company), together representing approximately 26.4 per cent of the total number of shares and votes in the Company, support the Rights Issue decision and have undertaken to vote for the Rights Issue at the EGM as well as subscribe for their pro rata shares in the Rights Issue. Handelsbanken Fonder, Sorin J. Brull, The Fourth Swedish National Pension Fund, Swedbank Robur Fonder, FE Fonder, Philip Siberg (privately and through company) and Pia Renaudin, together representing approximately 23.4 per cent of the total number of shares and votes in the Company, support the Rights Issue decision and have declared their intention to vote for the Rights Issue at the EGM as well as intend to subscribe for their pro rata shares in the Rights Issue. Additionally, the Company has entered into external underwriting commitments of SEK 41.5 million on customary terms. Hence, the Rights Issue is covered to 90.7 per cent through subscription commitments, declarations of intent to subscribe and underwriting commitments.
Bringing forward the year-end report for 2022
In light of the Rights Issue, the Board of Directors of Senzime has resolved to bring forward the publication of the year-end report for 2022 to 1 February 2023 instead of 20 February 2023 as previously communicated.
Preliminary timetable for the Rights Issue
| 1 February 2023 | Announcement of the year-end report for 2022. |
| 15 February 2023 | Last day of trading in the share including right to participate in the Rights Issue with preferential right. |
| 16 February 2023 | First day of trading in the share excluding right to participate in the Rights Issue with preferential right. |
| 16 February 2023 | EGM for i.a. approval of the Board of Directors’ resolution on the Rights Issue including issue terms. |
| 16 February 2023 | Estimated date for publication of the prospectus. |
| 17 February 2023 | Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register on this date will receive subscription rights for participation in the Rights Issue. |
| 21 February – 2 March 2023 | Trading in subscription rights on Nasdaq Stockholm. |
| 21 February – 7 March 2023 | Subscription period. |
| 21 February – 20 March 2023 | Trading in paid subscribed shares (SWE: betald tecknad aktie). |
| 9 March 2023 | Estimated date for publication of preliminary results. |
| 10 March 2023 | Estimated date for publication of final results. |
Advisers
In connection with the Rights Issue, the Company has retained Danske Bank A/S, Danmark, Sverige Filial as Sole Global Coordinator and Bookrunner and Advokatfirman Lindahl KB as legal adviser to the Company.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else. No action has been taken, and no action will be taken, to allow a public offering in any jurisdiction other than Sweden. An invitation to eligible persons to subscribe for shares in the Company will only be made through the prospectus that the Company intends to publish on or about 16 February 2023.
The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”), Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa or South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the United States 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.
Within the European Economic Area ("EEA"), no public offering is intended to be made in any member state other than Sweden. In other member states of the EEA where the Prospectus Regulation applies, an offer of securities may only be made in accordance with exemptions in the Prospectus Regulation and any implementing measures. In the United Kingdom, an offering of securities may only be made to qualified investors in accordance with exemptions in the Prospectus Regulation and applicable law in the United Kingdom. Persons in any member state of the EEA other than Sweden or in the United Kingdom who are not qualified investors under applicable law should not take any action based on this press release, nor should they rely on it.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company will prepare and publish a prospectus for the Rights Issue referred to in this press release on or around 16 February 2023. The Prospectus will be reviewed and approved by the Swedish Financial Supervisory Authority (SWE: Finansinspektionen) being the national competent authority and published on the Company’s website thereafter. This press release 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 Company. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the prospectus. Thus, an investor is advised to read the entire prospectus.
Forward-looking statements
This press release contains forward-looking information that reflects the Company's current views on future events and financial and operational development. Words such as "intend", "estimate", "expect", "may", "plan", "estimate" and other expressions that imply indications or predictions of future developments or trends, and which are not based on historical facts, constitute forward-looking information. By their nature, forward-looking statements involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking information is not a guarantee of future performance or development and actual results may differ materially from those expressed in forward-looking statements. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm's rule book for issuers.
[1] Calculations based on illustrative price for monitor of SEK 21.5 thousand (one-time price) and illustrative price for one-time sensors of SEK 150 (annual price). Funk et al. 2010, Global operating theatre distribution and pulse oximetry supply: an estimation from reported data, Steiner et al. 2017 (publicerat i 2017, uppdaterat 2020), Surgeries in Hospital-Based Ambulatory Surgery and Hospital Inpatient Settings, 2014: Statistical Brief, Rose et al. 2014, The role of surgery in global health: analysis of United States inpatient procedure frequency by condition using the Global Burden of Disease 2010 framework, National Hospital Discharge Survey, Centers for Disease Control and Prevention, 2010, Yumiko Ishizawa, Anesth Analg. 2011 Jan, Special article: general anesthetic gases and the global environment, Kamali et al., 2018, Measuring surgical systems worldwide: an update, Weiser et al. 2008, An estimation of the global volume of surgery, M. Naguib, Neuromuscular monitoring and postoperative residual curarisation: a meta-analysis, 2007, Number of surgical procedures (per 100,000 population): World Bank, OECD, nationella databaser. ExSpiron: American Hospital Association, Research and Markets, as well as Company assumptions.
SENZIME AB 
