Real Heart: Realheart Performs a Directed Issue of Units to Underwriters in Connection With the Completed Rights Issue
Press Release July 26, 2023
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Scandinavian Real Heart AB ("Realheart" or the "Company") announces that the Company's board, with the support of the authorization from the annual general meeting on June 14, 2023, has resolved to issue 642 950 units as underwriting compensation directed to a number of the underwriters who provided underwriting commitments in the rights issue that the Company carried out during the period June 20 to July 7, 2023, in accordance with the underwriting agreements entered into.
The underwriters who provided underwriting commitments in the rights issue had the option of having the compensation paid out in cash or in the form of issued units in the Company, which was previously communicated in connection with the rights issue. In total, eight underwriters have chosen to have the underwriting compensation paid out in units. The Company's board has therefore resolved, with the support of the authorization from the annual general meeting on June 14, 2023, to issue 642 950 units as compensation to these underwriters, which will increase the company's number of shares by 1 285 900 shares and the company's share capital by approximately 128 590.00 SEK. The purpose of the directed issue and the reason for the deviation from the shareholders' preferential rights is thus to fulfill the Company's commitments to the underwriters in accordance with the underwriting agreements.
Units are issued at a price of 1.6 SEK per unit, corresponding to 0.80 SEK per share, which corresponds to the pricing of shares and units in the rights issue. The board has resolved that payment for units shall be made by offsetting the respective underwriter's claim on the Company. The underwriters' total claim amounts to 1 028 726,72 SEK. When these 642 950 units together with the 21 214 649 units that were issued in the rights issue have been registered with the Swedish Companies Registration Office, the number of shares in the Company will amount to 78 694 446 shares, and the Company's share capital to approximately 7 869 444,60 SEK. The dilution that accrues as a result of the directed issue to the underwriters amounts to approximately 1.6 percent after the rights issue has been registered.
Through the directed issue to the underwriters, 642 950 warrants of series TO2 are issued, which entitle the holder to subscribe for a maximum of 321 475 shares in the Company. Upon full exercise of the warrants, the share capital will increase by an additional maximum of SEK 32 147.50.
The Company has had no specific costs related to the directed issue as this takes place as part of the work with the rights issue.
Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the Rights Issue.
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The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.
The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.
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