NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW.
Lipum AB (publ) ("Lipum" or the "Company") today publishes an information memorandum regarding the Company's forthcoming rights issue of shares of not more than approximately SEK 26.4 million before transaction costs (the "Rights Issue"). The information memorandum is available on the Company's website (www.lipum.se) and on Erik Penser Bank's website (www.penser.se).
Lipum today publishes an information memorandum regarding the Company’s forthcoming Rights Issue. The information memorandum is available on the Company’s website (www.lipum.se) and on Erik Penser Bank’s website (www.penser.se).
Terms and conditions for the Rights Issue
- Those who are registered shareholders in the share register maintained by Euroclear Sweden AB on the record date 30 June 2023 will receive one (1) subscription right for each share held in Lipum. Eight (8) subscription rights entitle to subscription for three (3) new shares. In addition, investors are offered the possibility to subscribe for shares without subscription rights.
- If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have applied for subscription and subscribed for shares by the exercise of subscription rights, irrespective of whether or not they were shareholders on the record date and, in case of oversubscription, pro rata in relation to the number of subscription rights exercised for the subscription of shares, and secondly allotment shall be made to others who have applied for subscription without subscription rights (the general public in Sweden and qualified investors) and, in case of oversubscription, pro rata in relation to such declared interest. To the extent allotment according to the above cannot be made pro rata, allotment shall be made by drawing of lots.
- The subscription price has been set at SEK 9.20 per new share. Through the Rights Issue, Lipum’s share capital will increase by a maximum of SEK 717,583.50, from the current SEK 1,913,556, to not more than SEK 2,631,139.50 through the issuance of not more than 2,870,334 new shares. After the Rights Issue, the number of shares in Lipum will amount to not more than 10,524,558 shares. Through the Rights Issue, Lipum will raise gross proceeds of approximately SEK 26.4 million, provided that the Rights Issue is fully subscribed.
- Shareholders who elect not to participate in the Rights Issue will have their holdings diluted by up to approximately 27.3 percent, but have the possibility to compensate themselves financially for the dilution by selling their subscription rights not later than 13 July 2023.
- The subscription period runs from and including 4 July 2023, until and including 18 July 2023, with a right for the Board of Directors of Lipum to extend the subscription period and the time for payment. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 4 July 2023, until and including 13 July 2023, and trading in paid subscribed shares (Sw. betalda tecknade aktier) will take place during the period from and including 4 July 2023, until about week 31, 2023.
- For the full terms and conditions and instructions for the Rights Issue, please refer to the information memorandum.
Erik Penser Bank is financial adviser and Mannheimer Swartling Advokatbyrå is legal adviser to Lipum in connection with the Rights Issue.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, including its territories and possessions, any state of the United States or the District of Columbia (the “United States”), Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States. All offers and sales of securities in connection with any rights offer by Lipum will be made outside of the United States and in reliance on, and in compliance with, Regulation S under the Securities Act. There will be no public offering in the United States.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.