The Rights Issue of approximately SEK 25.1 million in Simris Alg AB (publ) (“Simris Alg” or the “Company”), which was announced on March 23, 2022, (the “Rights Issue”) was oversubscribed. The final subscription rate of the Rights Issue was 110.1 percent. The Rights Issue provides the Company approximately SEK 25.1 million in proceeds before issuance costs.
The directed share issue of 19,276,182 shares of series B to previous lenders where payment was made through a right of set-off has been fully subscribed, lowering the Company´s debt with SEK 6,168,378.24. The issues of warrants to assuming CEO Julian Read has also been fully subscribed, providing him a right to subscribe for 3,500,000 new shares of series B. The price for the warrants was determined to SEK 0.01 and SEK 0.05 for the respective series.
The Rights Issue
Registered shareholders of Simris Alg on the record date, April 19, 2022, received one (1) subscription right for each share held, regardless of share class. One (1) subscription right entitled to subscription of one (1) new B share at a subscription price of SEK 0.32.
Subscription
The subscription period ended on May 5, 2022. The Rights Issue had a subscription rate of 110.1 percent, of which approximately 85.2 percent were subscribed for with subscription rights and approximately 24.9 percent without subscription rights. The Rights Issue provides the Company with approximately SEK 25.1 million in proceeds before issuance costs. The issuance costs are estimated at SEK 4.3 million and mainly comprise costs associated with guarantee undertakings; remuneration of financial and legal advisers; and administrative measures in conjunction with the Rights Issue.
Allotment
The allotment of the B shares subscribed without subscription rights was performed in accordance with the terms of the Rights Issue, which are set out in the investment memorandum. Notice on such allotment will be given separately by contract notes. Nominee-registered shareholders will receive notice on allotment in accordance with the instructions of their respective nominee.
BTA B
Trading in BTA B (paid subscribed B shares) will take place on Nasdaq First North Growth Market until BTA B are converted to B shares, after the registration of the issue with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place in week 21, 2022, and, as soon as possible thereafter, BTA B will be converted to B shares.
Shares and share capital
The Rights Issue will increase the share capital of Simris Alg by SEK 6,823,800.55 through the issue of 78,547,046 B shares. After the registration of the issue with the Swedish Companies Registration Office, the share capital will amount to SEK 13,647,601.1 and the number of shares will amount to a total of 157,094,092 B shares.
Directed share issue with right to set-off
The directed share issue of 19,276,182 shares of series B, at a price of SEK 0.32, to previous lenders where payment was made through a right of set-off has been fully subscribed, lowering the Company´s debt with SEK 6,168,378.24. The Company´s share capital increases with SEK 1,674,625 and the number of shares will amount to a total of 176,370,274 B shares.
Warrants
The issues of warrants to assuming CEO Julian Read have been fully subscribed, providing him a right to subscribe for 1,750,000 shares of series B under series 2022/1 at a price of SEK 1.22 per share and 1,750,000 shares of series B under series 2022/2 at a price of 1.9 per share. The price for the warrants was determined to SEK 0.01 and SEK 0.05 for the respective series. The share capital of the Company may increase with SEK 304,063.66 in case of full conversion.
Advisors
Stockholm Corporate Finance acts as the financial advisor and Advokatfirman Delphi acts as the legal advisor to Simris Alg in conjunction with the Rights Issue. Aqurat Fondkommission AB is the issuing agent in the Rights Issue.
For further information, please contact:
Steven Schapera, chairman, Simris Alg AB
Tel: +44 791 771 5533, email: steven@simris.com
THE INFORMATION IN THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE USA, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
About Simris Alg
Simris Alg is a pioneering biotechnology company dedicated to the enormous potential of microalgae in the discovery and production of high-quality bioactive substances and alternatives to unsustainable marine ingredients. We are engaged in research, development, and production of bioactive substances from microalgae, for nutraceutical, cosmetic and pharmaceutical applications. Our technology provides access to bioactive substances with new functions, while at the same time replacing unsustainable raw materials from endangered marine species and ecosystems.
Simris Alg’s share is traded on Nasdaq First North Growth Market with the ticker SIMRIS and ISIN-code SE0008091664. Mangold Fondkommission AB is the Company’s Certified Adviser, reachable by tel: 08-503 015 50 and email: ca@mangold.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
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 is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only for the purpose of describing the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given as to the information in this press release regarding its accuracy or completeness. 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 Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa, the United States, 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.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or current expectations and goals for the Company’s future operations, financial situation, liquidity, earnings, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified with words such as ”believe”, ”expect”, ”anticipate”, ”refer”, ”can”, ”plan”, ”appreciate”, ”will”, ”should”, ”could ”, ”aim” or ”maybe” or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any guarantees that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or results may differ significantly from those set forth in the forward-looking statements which are the result of many factors. Such risks, uncertainties, unforeseen events, and other significant factors may cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not guarantee that the assumptions behind the forward-looking statements in this press release are free from errors and each reader should not place any excessive dependence on the forward-looking statements in this press release. The information, opinions and forward-looking statements in this press release relate only to the situation at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publish any revisions of 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 by Nasdaq First North Growth Market’s regulations for issuers.