Kurs & Likviditet
|2022-06-15||Extra Bolagsstämma 2022|
|2022-03-11||Ordinarie utdelning FOM 0.00 DKK|
|2021-10-07||Extra Bolagsstämma 2021|
|2021-05-04||Ordinarie utdelning FOM 0.00 DKK|
|Lista||First North Denmark|
26.4.2022 08:15:00 CEST | FOM Technologies | Company Announcement
Company announcement no. 44 – 2022Copenhagen, the 26th of April 2022
This information is such information as FOM Technologies A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication at 08.15 CET on 26th of April 2022. This announcement contains insider information.
The Board of Directors of FOM Technologies A/S ("FOM Technologies" or the "Company") has resolved to issue 359,502 shares based on the authorization granted by FOM Technologies´ general meeting on 10 March 2022 the ("Directed Issue") and in accordance with the intention to carry out the Directed Issue as communicated by the Company yesterday (25th of April 2022). The subscription price in the Directed Issue is 37,00 DKK per share and has been determined through an accelerated bookbuilding procedure led by Corpura Fondkommission AB (“Corpura Fondkommission”). Through the Directed Issue, FOM Technologies will receive proceeds amounting to approximately 13,3 MDKK, before deductions for costs related to the Directed Issue. Strong interest from new investors have led to the issuing of shares outside the 10 – 12 MDKK interval, as earlier indicated.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Subscribers in the Directed Issue include new Swedish and Danish investors. The Directed Issue will strengthen the Company's financial position and enable the Company to accelerate market penetration through their cutting-edge precision machinery and equipment for slot-die coating of new functional materials.
The subscription price per share corresponds to the average closing price over a period of 30 trading days (up to and including 25th April 2022, which was the last trading day before the Board of Director's decision on the Directed Issue) with a discount of 7,30 percent. The Board of Directors' assessment is that the subscription price in the Directed Issue is in accordance with market conditions, since it has been determined through a 30-day average minus a discount and based on an accelerated bookbuilding procedure. The reasons for deviating from the shareholders' preferential rights are to further diversify the shareholder base and at the same time, raise capital in a time-efficient manner. In addition, through further diversifying the Company’s shareholder base, the Directed Issue is expected to contribute to an increased free float and liquidity in the Company’s share.
A total of 359,502 shares each with a nominal value of DKK 0,10 are issued. The completion of the Directed Issue results in a dilution for existing shareholders of approximately 4,62 percent of the number of shares and votes in the Company after completion of the transaction, through an increase in the number of outstanding shares and votes of 359,502, from 7,419,412 to 7,778,914. The share capital increase from DKK 741,941.20 to approximately DKK 777,891.40.
In connection with the Directed Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 180 days after the settlement date of the Directed Issue. In addition, the Company’s two largest shareholders Martin Kiener (Founder and Head of Sales) and Michael Stadi (CEO), currently holding approximately 47 percent of the shares and voting rights in FOM Technologies, have agreed not to sell any shares in FOM Technologies for a period of 180 days after the settlement date of the Directed Issue, subject to customary exceptions.
Michael Stadi, CEO of FOM Technologies, comments:
’’We are very pleased to have successfully carried out the directed share issue and at the same time welcome new investors to the company. At our listing in 2020 we brought in one of the smallest amounts of any IPO in Denmark, since we wanted to show results to our investors before asking for additional funds. At present we believe we have shown consistent results and we now feel the timing is right to strengthen our capital structure. The funds from the issue will help the company to accelerate the business and to meet the growing demand for our products in order to continue our growth journey.’’
Corpura Fondkommission is the financial advisor to FOM Technologies in connection with the Directed Issue. Bruun & Hjejle Advokatpartnerselskab is acting as legal advisor.
For additional information about the Directed Issue, please contact:
About FOM Technologies:
FOM Technologies produce and sell cutting-edge material research machines and equipment that enables researchers, scientists and professionals around the world, to discover, develop and commercialise new functional materials for a cleaner and more sustainable future.
FOM Technologies A/S
Michael Stadi (CEO)
Phone: +45 20 66 60 44
Norden CEF A/S
Phone: +45 20 72 02 00
Gullev & Co. ApS
Phone: +45 31 39 79 99
Publication, 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. 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 anyone else.
The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law and Danish Law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the transaction. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement 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 US 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.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 applicable Nasdaq rules for issuers.
- Michael Stadi, CEO, +45 20 66 60 44, firstname.lastname@example.org