NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA,
JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
STOCKHOLM, March 17, 2020 /PRNewswire/ -- The Board of
Directors of IRRAS AB (publ) ("IRRAS" or the
"Company") (Nasdaq First North Premier Growth Market: IRRAS)
has resolved, supported by the issue authorization granted by the
Extraordinary General Meeting held on the 2
March 2020, to carry out a share issue of approximately
SEK 217 million with preferential
rights to the Company's existing shareholders (the "Rights
Issue").
Summary
- The net proceeds from the Rights Issue will primarily be used
to finance the continued commercialization of the Company's
products, IRRAflow and Hummingbird, general corporate
purposes and minor product development
- IRRAS has received subscription undertakings corresponding to
approximately 25 percent of the Rights Issue from existing
shareholders. The Company's larger shareholders Lexington Holding
Assets Ltd and Bacara Holdings Limited[1], the Fourth
Swedish National Pension Fund and Carl-Olof and Jenz Hamrin's Foundation all have, in addition
to entering into subscribing undertakings for their pro rata share,
also committed to underwrite an amount of SEK 129 million in the Rights
Issue[2], subject to customary conditions
- The remaining part of the Rights Issue is underwritten by
several external investors
- Shareholders in IRRAS have preferential right to subscribe for
thirteen (13) new shares per every ten (10) existing shares
- The subscription price is SEK
5.80 per share, which amounts to proceeds of approximately
SEK 217 million before deduction of
transaction related costs, provided that the Rights Issue is fully
subscribed
- The record date for participation in the Rights Issue is
24 March 2020. The subscription
period in the Rights Issue is expected to commence on 26 March 2020 and close on 9 April 2020
Background and intention
IRRAS is a medtech company focused on delivering innovative
medical solutions for those suffering from brain injuries and
intracranial bleeding. IRRAS designs, develops and commercializes
products to improve patient outcomes and decrease the overall cost
of care by addressing complications associated with current
treatment methods in neurocritical care. IRRAS markets and sells
its products to hospitals worldwide through its direct sales
organization in the US and select European markets and through a
network of distribution partners in other markets.
IRRAS' product portfolio consists of the Company's original
product IRRAflow as well as the Hummingbird ICP Monitoring product
line which was acquired in Q2 2019. IRRAflow, an FDA cleared and
CE-marked, fully integrated, closed-end system that enables both
intelligent intracranial draining and real-time monitoring of
intracranial pressure. The Hummingbird ICP Monitoring product line
includes 10 (ten) FDA-cleared products that help doctors diagnose
and manage intracranial pressure for patients with a traumatic
brain injury, subarachnoid hemorrhage and/or stroke. The
combination of IRRAflow and Hummingbird creates a unique product
portfolio and given its strong patent-protection, IRRAS has the
potential to establish itself as a leading player within
neurocritical care.
On 19 December 2019, the Company
received CE-mark recertification for the IRRAflow catheter in the
European Union (EU) and during Q4 2019, the Hummingbird product
line was launched in the US. Going forward the Company's focus lies
on broadening the use of the products.
The Board of Directors has resolved to carry out a Rights Issue
to ensure continued and successful development of the Company, in
accordance with its business plan and strategy. The intention with
the Rights Issue is primarily to finance the continued
commercialization of the product portfolio, general corporate
purposes and minor product improvements. Furthermore, IRRAS intends
to strengthen its sales and marketing organization to increase the
awareness as well as establish, maintain and develop relations with
potential customers in markets that the Company considers as
interesting. IRRAS has, with regards to the prospectus to be
prepared for the Rights Issue, decided to bring forward the
publication of the annual report for 2019 to 20 March 2020.
Subscription undertakings and guarantee commitments
IRRAS has received subscription undertakings amounting to
approximately 25 percent of the Rights Issue from existing
shareholders. The Company's larger shareholders Lexington Holding
Assets Ltd and Bacara Holdings Limited[3], the Fourth
Swedish National Pension Fund and Carl-Olof and Jenz Hamrin's Foundation all have, in addition
to subscribing for their pro rata share in the Rights Issue, also
committed to underwrite an amount of SEK 129
million in the Rights Issue[4]. The remaining
part of the Rights Issue is underwritten by several external
investors.
Terms and expected timetable for the Rights Issue
Pursuant to the terms of the Rights Issue, IRRAS' existing
shareholders will have preferential rights to subscribe for new
shares in line with the shares owned per the record date
24 March 2020. For each share held on
the record date, shareholders will receive one (1) subscription
right. Ten (10) subscription rights entitles to subscription for
thirteen (13) new shares. Application for subscription without
subscription rights will also be possible.
The subscription price for the Rights Issue is SEK 5.80 per share. Provided that the Rights
Issue is fully subscribed, IRRAS will receive approximately
SEK 217 million before the deduction
of transaction costs. The Company will issue of a maximum of
37,463,366 shares. The number of shares in IRRAS after the Rights
Issue will amount to a maximum of 66,281,340 shares.
The subscription period will run from 26
March 2020 up until 9 April
2020. Trading of subscription rights will take place on
Nasdaq First North Premier Growth Market and run from 26 March 2020 up until 7
April 2020.
Shareholders who choose not to participate in the Rights Issue
will have their shareholding diluted by approximately 57 percent,
but are able to compensate financially for this dilution by selling
their subscription rights.
More information on the Rights Issue and the Company can be
found in the prospectus, which is expected to be published on or
about 24 March 2020.
The timetable below for the Rights Issue is preliminary and may
be subject to changes. Any changes will be publicly announced
through press releases.
20
Mar
|
Last day of trading
in shares including the right to participate in the Rights
Issue
|
24
Mar
|
Record date for
participation in the Rights Issue i.e. shareholders registered in
the share register as of this date will receive subscription rights
that allow the shareholder to participate in the Rights
Issue
|
24
Mar
|
Expected date for
publishing of the prospectus
|
26 Mar - 7
Apr
|
Trading in
subscription rights
|
26 Mar - 9
Apr
|
Subscription
period
|
26 Mar - 16
Apr
|
Trading in interim
shares (BTA)
|
15
Apr
|
Expected date for
publishing the outcome of the Rights Issue
|
Advisors
Carnegie Investment Bank is acting as Global Coordinator and
Joint Bookrunner in the transaction while Pareto Securities is
acting as Joint Bookrunner. Setterwalls Advokatbyrå is acting as
legal adviser.
About IRRAS
IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in
Munich, Germany, and San Diego, California, USA. For more
information, please visit www.irras.com.
IRRAS AB (publ) shares are traded on Nasdaq First North Premier
Growth Market (ticker: IRRAS). Redeye AB is certified adviser of
the company with email certifiedadviser@redeye.se or phone +46 8
121 576 90.
For more information, please contact:
Sabina Berlin
CFO
+46-73-951-95-02
sabina.berlin@irras.com
This information is information that IRRAS is obliged to
disclose pursuant to the EU Market Abuse Regulation. The
information was released for public disclosure, through the agency
of the contact person above, on 17 March
2020 at 07:30 (CET).
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 where such offer
would be considered illegal. This press release does not constitute
an offer to sell or an offer to buy or subscribe for shares issued
by the Company in any jurisdiction where such offer or invitation
would be illegal. In a member state within the European Economic
Area ("EEA"), shares referred to in the press release may only be
offered in accordance with applicable exemptions under the
Prospectus Regulation.
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 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. 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,
Canada, Japan, South
Africa or Australia, 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.
In the United Kingdom, this
document and any other materials in relation to the securities
described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only
with, "qualified investors" who are (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). In the United Kingdom, any investment or investment
activity to which this communication relates is available only to,
and will be engaged in only with, relevant persons. Persons who are
not relevant persons should not take any action on the basis of
this press release and should not act or rely on it.
A prospectus regarding the Rights Issue described in this
release will be published by the Company on or about 24 March 2020. This release is however not a
prospectus in accordance to the definition in the Prospectus
Regulation. In accordance with article 2
k of the Prospectus Regulation this press release
constitutes an advertisement. Complete information regarding the
Rights Issue can only be obtained through the Prospectus. IRRAS has
not authorized any offer to the public of shares or rights in any
other member state of the EEA. 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 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 new
shares. Any investment decision in connection with the Rights Issue
must be made on the basis of all publicly available information
relating to the Company and the Company's shares. Such information
has not been independently verified by the Joint Bookrunners. The
Joint Bookrunners are acting for the Company in connection with the
transaction and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for giving advice in relation to the transaction or
any other matter referred to herein.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in IRRAS have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the shares in IRRAS may decline and investors could lose all or
part of their investment; the shares in IRRAS offer no guaranteed
income and no capital protection; and an investment in the shares
in IRRAS is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to 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 in
IRRAS.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares in IRRAS and determining
appropriate distribution channels.
[1] Lexington Holding Assets Ltd (BVI) and
Bacara Holdings Limited are controlled by Marios Fotiadis together with related
parties.
[2] Lexington Holding Assets Ltd (BVI) and
Bacara Holdings Limited commits to underwrite SEK 100 million, the Fourth Swedish National
Pension Fund SEK 19 million and
Carl-Olof and Jenz Hamrin's
Foundation SEK 10 million.
[3] Lexington Holding Assets Ltd (BVI) and
Bacara Holdings Limited are controlled by Marios Fotiadis together with related
parties.
[4] Lexington Holding Assets Ltd (BVI) and
Bacara Holdings Limited commits to underwrite SEK 100 million, the Fourth Swedish National
Pension Fund SEK 19 million and
Carl-Olof and Jenz Hamrin's
Foundation SEK 10 million.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/irras/r/irras--board-of-directors-resolves-on-a-fully-underwritten-rights-issue-of-approximately-sek-217-mil,c3061014
The following files are available for download:
https://mb.cision.com/Main/16550/3061014/1212355.pdf
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Release
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