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 announces the final outcome of the share issue with preferential rights for the Company’s shareholders (the "Rights Issue") for which the subscription period ended on 23 April 2024. The subscription breakdown shows that 11,897,753 shares (corresponding to approximately 42.6 per cent of the Rights Issue) have been subscribed for in the Rights Issue. Through the Rights Issue, Lipum will thus raise proceeds of approximately SEK 79.7 million before deduction of transaction costs.
The subscription period in the Rights Issue ended on 23 April 2024 and the final outcome shows that 11,897,753 shares (corresponding to approximately 42.6 per cent of the Rights Issue) have been subscribed for in the Rights Issue, of which 11,839,553 shares (corresponding to approximately 42.4 per cent of the Rights Issue) have been subscribed for by exercise of subscription rights, and 58,200 shares (corresponding to approximately 0.2 per cent of the Rights Issue) have been subscribed for without subscription rights. The Rights Issue was secured beforehand by subscription undertakings covering approximately 35.7 per cent of the Rights Issue. Through the Rights Issue, Lipum raises proceeds of approximately SEK 79.7 million before deduction of transaction costs.
Allocation in the Rights Issue
Those who have subscribed for shares without subscription rights have been allocated shares in accordance with the principles resolved upon by the Board of Directors and which are included in the prospectus relating to the Rights Issue. Notice of allotment of shares subscribed for without subscription rights is expected to be distributed today, 25 April 2024, through a settlement note. Shares subscribed for and allotted without subscription rights shall be paid in cash no later than 29 April 2024 in accordance with the instructions set out in the settlement note. Nominee-registered shareholders will receive notice of allotment in accordance with the respective nominee's routines. Only those who are allotted shares will be notified.
Share capital, number of shares and dilution due to the Rights Issue
After registration of the Rights Issue with the Swedish Companies Registration Office (Sw. Bolagsverket), Lipum’s share capital will increase by SEK 2,974,438.25, from SEK 2,328,671.25 to SEK 5,303,109.50. The number of shares in the Company will increase by 11,897,753 shares, from 9,314,685 shares to 21,212,438 shares. Shareholders who have not participated in the Rights Issue have thus had their holdings in Lipum diluted by approximately 56.1 per cent.
Trading in paid subscribed shares
The last day of trading in paid subscribed shares (Sw. betalda tecknade aktier) is 3 May 2024. The new shares will commence trading on Nasdaq First North Growth Market in connection with the conversion of paid subscribed shares into shares, which is expected to occur on or around 10 May 2024. Depending on the individual routines of banks and nominees, trading may commence before or after this date.
Advisors
Zonda Partners is financial adviser and Mannheimer Swartling Advokatbyrå is legal adviser to Lipum in connection with the Rights Issue. Nordic Issuing acts as issuing agent in connection with the Rights Issue.
Important information
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 Lipum in any jurisdiction. Any offer to the persons concerned to participate in Lipum’s rights issue has only been made through the prospectus that Lipum published on 3 April 2024 and through the supplement to the prospectus that Lipum published on 5 April 2024 on the company’s website, www.lipum.se/eng.
This press release may not be released, published or distributed, 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 action is wholly or partially subject to legal restrictions or where such action would require additional 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 issue in 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.
No public offering of securities in Lipum is made to any country within the European Economic Area (the “EEA”) other than Sweden. In other member states of the EEA, such offering may be made only under an applicable exemption in the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and/or under any relevant implementation measure. What is said above about member states in the EEA shall also apply to the United Kingdom, where the Prospectus Regulation is part of domestic law under the European Union (Withdrawal) Act 2018.
Lipum has made the assessment that the Company conducts protection-worthy activities under the Swedish foreign direct investment review Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) (the “FDI Act”). This entails that investors that gain certain influence in the Company may need to notify investments in the Company to, and obtain approval from, the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för Strategiska Produkter) before such investments can be completed. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
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.