THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT INTENDED TO BE PUBLISHED, DISCLOSED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, SINGAPORE, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.
Application forms and other information about the Rights Issue will be available on the Company's website, www.calmark.se, as well as on Hagberg & Aneborn Fondkommission AB's website, www.hagberganeborn.se, from September 29, 2022.
For more information regarding the Rights Issue, please see the Prospectus that has been prepared by the Company.
Summary of the Rights Issue
Upon full subscription of the Rights Issue, Calmark will receive approximately SEK 26.1 million, before issue costs. Upon full subscription and exercise of the warrants included in the issued units for the subscription of B-shares, the Company will be provided an additional funding of up to approximately SEK 13.1 million.
The Rights Issue is covered to approximately 28.3 percent by subscription commitments and to approximately 51.7 percent by guaranteed commitments, in total the Rights Issue is secured to 80 percent.
All existing shareholders receive one (1) unit right for each (1) share held on the record date on September 27, 2022, and eight (8) unit rights entitle to subscription of one (1) unit. One (1) unit contains four (4) new B-shares and one (1) warrant. The subscription price is SEK 6.40 per unit, corresponding to SEK 1.60 per B-share (the warrants are issued free of charge).
The subscription period for the Rights Issue will run from September 29, 2022, to October 13, 2022. Unit rights that are not used during the subscription period become invalid and lose their value.
The exercise price for the subscription of B shares using warrants will correspond to 75 percent of the volume-weighted average price paid for the Company's B shares on the Spotlight Stock Market during a period of ten (10) trading days prior to August 14, 2023. However, the subscription price cannot be higher than SEK 3.20 and not lower than SEK 1.60.
The exercise period for the subscription of B shares using warrants will run from and including August 14, 2023, to and including August 28, 2023.
Schedule, all dates occur within 2022
+--------------------------------------+-----------------------------+
|27 September                          |Record date for participation|
|                                      |in the Rights Issue.         |
|                                      |Shareholders who were        |
|                                      |registered in the share      |
|                                      |register on this day will    |
|                                      |receive subscription rights  |
+--------------------------------------+-----------------------------+
|29 September - 10 October             |Trading of units on the      |
|                                      |Spotlight Stock Market       |
+--------------------------------------+-----------------------------+
|29 September - 13 October             |Subscription period for the  |
|                                      |Rights issue                 |
+--------------------------------------+-----------------------------+
|29 September until the Rights Issue is|Trading with BTU's (paid     |
|registered with the Swedish Companies |subscribed units)            |
|Registration Office                   |                             |
+--------------------------------------+-----------------------------+
|18 October                            |Estimated date for           |
|                                      |publication of the outcome   |
|                                      |from the Rights Issue        |
+--------------------------------------+-----------------------------+
Advisors
Stockholm Corporate Finance is acting as financial adviser and Moll Wendén Advokatbyrå AB is acting as legal advisors in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is the issuing institution in the Rights Issue.
For further information, please contact:
Calmark Sweden AB (publ)
Anna Söderlund, CEO
Tel: +46 70 213 25 35
E-mail: anna.soderlund@calmark.se
www.calmark.se
About Calmark
Calmark Sweden AB is a MedTech company that develops and sells a point-of-care (POC) analysis system for a more time- and cost-efficient diagnostics procedure of common medical conditions in newborns. The unique test platform consists of a portable instrument and test cassettes for various biomarkers. Market launch of the first test, Neo-Bilirubin began in 2020. In developed healthcare systems, the introduction of POC tests leads to large costs savings and shorter healthcare chains. In less developed healthcare systems, Calmark's products offers a support for diagnosis that does not exist today as access to hospital laboratories is often limited. Calmark aims to become a global leader and in the long-term offer all relevant tests for newborns regardless of where in the world they are born. In addition to products for newborns, Calmark also sells a POC test for assessing the severity of covid-19. The B-share is listed on the Spotlight Stock Market and is traded under the name CALMA B. Read more at www.calmark.se
About Stockholm Corporate Finance AB
Stockholm Corporate Finance is a Swedish, independent, and privately-owned financial advisor that offers financial advisory in capital raisings, ownership changes, and mergers and acquisitions to listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, that consists of 49 M&A-advisors and investment banks in 36 countries. Stockholm Corporate Finance is under the supervision of the Swedish Financial Supervisory Authority, Finansinspektionen, and is a member of SwedSec Licensiering AB. For further information see: www.stockholmcorp.se
Important information
This press release does not constitute an offer to acquire, subscribe to, or otherwise trade in shares, warrants, subscription rights, paid subscription shares, or other securities in Calmark Sweden AB (publ). Investors must subscribe to or acquire securities only based on the information in the prospectus, which will be published before the start of the subscription period for the Rights Issue around September 28, 2022. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release must not be published or distributed, directly or indirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the US, or any other jurisdiction where the distribution of this press release is against the law. Similarly, this press release does not constitute an offer to sell new shares, warrants, paid subscription shares, subscription rights, or other securities to anyone in a jurisdiction where it is not allowed to make such an offer to such a person, or where such action would require an additional prospectus, registration, or measures other than those required under Swedish law. The prospectus, registration slip, and other documents attributable to the Rights Issue may not be distributed to or within any country where such distribution or Rights Issue requires measures as stated in the preceding sentence, or where this would contravene the law of that country.
No shares, warrants, subscription rights, paid subscription shares, or other securities have been registered or will be registered pursuant to the 1933 United States Securities Act in its current version ("the Securities Act") or securities legislation in any state or other jurisdiction of the US, and may not be offered, subscribed to, utilised, pledged, sold, resold, granted, supplied, or otherwise transferred, directly or indirectly, to or within the US, except in accordance with any applicable exemption from or by a transaction that is not covered by the registration requirements of the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the US.
This press release contains some forward-looking information that reflects the Company's current view of future events and financial and operational development. Words such as "intended", "will", "believed", "assessed", "expected", "planned", "estimated", and other expressions that imply indications or predictions of future developments or trends constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or developments. Actual results may differ substantially from what is stated in the press release. This information, these opinions, and the forward-looking statements contained in this press release are valid only on this date and are subject to change without notice. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight Stock Markets regulations for issuers.