NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
The Board of Directors of
The Rights Issue in brief
- The Board of Directors of
Toleranzia has, with authorization from the general meeting on7 June 2023 , resolved to carry out the Rights Issue of a maximum 110,315,231 units, corresponding to 110,315,231 shares and 110,315,231 warrants of series TO4. - If fully subscribed, the Rights Issue would provide
Toleranzia with approximatelySEK 55 million before issue costs. - In the event of full subscription and full exercise of all warrants of series TO4 in conjunction with offered units, the Company may be provided with an additional maximum of approximately
SEK 55 million . - The Rights Issue is covered to approximately 47 per cent by subscription commitments.
- All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date,
25 August 2023 . One (1) unit right gives the right to subscribe for one (1) unit. One (1) unit consists of one (1) newly issued share and one (1) warrant of series TO4. The subscription price per unit isSEK 0.50 , corresponding toSEK 0.50 per share. The warrants are issued free of charge. - The subscription period for the Rights Issue will run from
30 August 2023 until13 September 2023 . - In addition, the board may decide on an over-allotment issue in the form of a directed new issue of a maximum 11,031,523 units, provided that the Rights Issue is fully subscribed. ("The Overallotment Issue")
“With financing from the now resolved issue,
Background and rationale
The proceeds from the Rights Issue, and associated warrants of series TO4, shall primarily be used for:
- completion of manufacturing, documentation and quality control of a GMP batch of TOL2 GMP drug substance, approximately 10 per cent.
- final formulation and fill & finish of the finished pharmaceutical product, approximately 15 per cent.
- conducting GLP toxicological and safety pharmacological studies, approximately 20 per cent.
- clinical trial application, contracting of clinical CRO and initiation of clinical study, approximately 20 per cent.
- development of the drug candidate TOL3, approximately 7 per cent
- other operating activities and business development, approximately 18 per cent
- repayment of loan to
Flerie Invest AB , approximately 10 per cent.
Terms for the Rights Issue
The Board of Directors of
- All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date,
25 August 2023 . One (1) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of one (1) share and one (1) warrant of series TO4. The subscription price per unit isSEK 0.50 , corresponding toSEK 0.50 per share (the warrants are issued free of charge) - The Rights Issue entails an issue of a maximum of 110,315,231 units, corresponding to 110,315,231 shares and 110,315,231 warrants of series TO4.
- Upon full subscription in the Rights Issue, the Company receives initially approximately
SEK 55 million before issue costs. - The subscription period for subscription of units will run from
30 August 2023 , up to and including13 September 2023 . - Through the Rights Issue, the share capital may increase initially by a maximum of
SEK 13,789,403.875 , fromSEK 13,789,403.875 toSEK 27,578,807.750 , and the number of shares can increase with maximum of 110,315,231 shares from 110,315,231 shares to 220,630,462 shares. - Upon full exercise of the warrants of series TO4 covered by the Rights Issue, the share capital may increase by an additional
SEK 13,789,043.875 and the number of shares may increase with additional 110,315,231 shares. - Upon full subscription in the Rights Issue and full subscription of the warrants of series TO4 the share capital will amount to
SEK 41,368,211.625 and the number of shares will amount to 330,945,693. - Shareholders in the Company that does not subscribe for units in the Rights Issue will be diluted initially by approximately 50 per cent.
Warrants of series TO4
- Every warrant of series TO4 gives the right to subscribe for one (1) new share in the Company. The subscription price for subscription of shares with the support of warrants of series TO4 amounts to
SEK 0.50 . - The exercise period for subscription of shares with the support of the warrants of series TO4 will run from
7 October 2024 , up to and including21 October 2024 . - In the event of full subscription and full exercise of all warrants of series TO4 in conjunction with offered units, the Company may be provided with an additional maximum of approximately
SEK 55 million . - The maximum increase of share in the Company due to subscription in the Rights Issue and full subscription of attached warrants TO4 can mean further dilution of approximately 33.33 per cent.
- The warrants of series TO4 are intended to be admitted to trading on the Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.
Subscription commitment
The Rights Issue is covered to approximately 47 per cent by subscription commitment from the Company’s largest shareholder
Overallotment Issue
If the Rights issue is oversubscribed, the board may, in whole or in part, decide on an Overallotment Issue. The Overallotment Issue may entail a maximum of 11,031,523 units. The terms of the Overallotment Issue will be on the same as in the Rights Issue. At the issue resolution, the Board of Directors shall decide on allocation in accordance with the principles for allocation in the Rights Issue. The reason for deviating from the shareholders' preferential rights is to be able to utilise the possibility for the Company to receive additional issue proceeds in the event of an oversubscription of the Rights Issue. The right to subscribe for units in the Overallotment Issue shall accrue to those who subscribe for units in the Preference issue without receiving full allocation.
Prospectus
An EU growth prospectus and application form will be available before the beginning of the subscription period on the Company's website, www.toleranzia.se.
Preliminary timetable
Last day of trading in Toleranzia’s shares including the right to receive unit rights | |
Last day of trading in Toleranzia’s shares excluding the right to receive unit rights | |
Record date for obtaining unit rights. Shareholders who are registered in the share register kept by | |
Trading with unit rights on Nasdaq First North Growth Market | |
Subscription period for the Rights Issue | |
Trading with BTU on Nasdaq First North Growth Market | |
Estimated date for publication of issue results |
Advisers
For further information, please contact:
Tel: +46 763 19 98 98
Email: charlotte.fribert@toleranzia.com
This information is information that
About
IMPORTANT INFORMATION
THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS PRESS RELEASE MAY, IN CERTAIN JURISDICTIONS, BE SUBJECT TO LEGAL RESTRICTIONS AND PERSONS IN THE JURISDICTIONS IN WHICH THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH LEGAL RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IN ACCORDANCE WITH THE APPLICABLE RULES IN EACH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF AN OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NEITHER FROM THE COMPANY NOR FROM ANYONE ELSE.
THIS PRESS RELEASE IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR SECURITIES IN
IN THE
FORWARD-LOOKING STATEMENTS
TO THE EXTENT THAT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERISED BY WORDS SUCH AS "WILL", "EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "INTEND", "ASSUME" AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS TOLERANZIA'S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS WHICH TOLERANZIA HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH TOLERANZIA DOES NOT CLAIM WILL BE ACCURATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND GENERALLY CANNOT BE INFLUENCED BY TOLERANZIA. IT SHOULD BE KEPT IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER MATERIALLY FROM WHAT IS CONTEMPLATED OR EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS.
INFORMATION TO DISTRIBUTORS
IN ORDER TO FULFIL THE PRODUCT STEWARDSHIP REQUIREMENTS CONTAINED IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593, WHICH COMPLEMENTS MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND TO DISCLAIM ANY EXTRA-CONTRACTUAL, INTRA-CONTRACTUAL OR OTHER LIABILITY TO WHICH ANY "MANUFACTURER" (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE BE SUBJECT, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THESE SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET CONSISTING OF RETAIL INVESTORS AND INVESTORS WHO FULFIL THE CRITERIA FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY'S SHARES OR WARRANTS MAY FALL AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT; THAT THE COMPANY'S SHARES AND WARRANTS DO NOT CARRY ANY GUARANTEE OF RETURN OR CAPITAL PROTECTION; AND THAT AN INVESTMENT IN THE COMPANY'S SHARES OR WARRANTS IS SUITABLE ONLY FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ALONE OR WITH THE ASSISTANCE OF AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT FROM SUCH AN INVESTMENT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY OTHER REQUIREMENTS RELATING TO CONTRACTUAL, LEGAL OR REGULATORY RESTRICTIONS ON SALES IN CONNECTION WITH THE RIGHTS ISSUE.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE SHARES OR WARRANTS OF THE COMPANY.
EACH DISTRIBUTOR IS RESPONSIBLE FOR CARRYING OUT ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE COMPANY'S SHARES AND FOR DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
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