Senzime carries out a directed share issue of MSEK 117
The board of directors in Senzime AB (publ) (“Senzime” or the “Company”) has resolved on a directed share issue of 18,000,000 shares at the subscription price of SEK 6.50 per share (the “Share Issue”), corresponding to a premium of 1.5 per cent compared to the average price over the last 20 trading days (VWAP). The Share Issue is subject to approval from the extraordinary general meeting planned to be held on 19 October 2023. A separate notice will be published. The subscribers in the Share Issue consists of a number of well-established new investors (Segulah Medical Acceleration and Carnegie Fonder), as well as a few existing shareholders with a long term interest for the Company (Fjärde AP-fonden, Crafoordska Stiftelsen, Handelsbanken Fonder, Fredrik Rapp and Swedbank Robur). Subscription of shares will occur after the aforementioned general meeting, but subscription commitments or letter of intents for subscription have been entered into for the entire volume in the Share Issue. Through the Share Issue, Senzime will thus receive MSEK 117 (before transaction costs).
About the Share Issue
The board of Senzime’s resolved today on a directed Share Issue to a limited number of new and existing investors, including the new shareholders Segulah Medical Acceleration and Carnegie Fonder. The existing shareholders who are participating in the Share Issue are Fredrik Rapp, Fjärde AP-fonden, Crafoordska stiftelsen, Handelsbanken Fonder och Swedbank Robur, who have all expressed long-term commitment to the Company. The Share Issue is subject to subsequent approval from the extraordinary general meeting, which is planned to 19 October 2023. A separate notice will be published. Shareholders representing approximately 55 per cent of the shares and votes in the Company have stated that they will vote in accordance with the proposal at the general meeting. Subscription undertakings have been entered into for SEK 99 775 000 of the total volume of the Share Issue, and letter of intents have been entered into for the remaining SEK 17 225 000.
Through the Share Issue, which consists of a total of 18,000,000 shares at a subscription price of SEK 6.50, the Company will receive MSEK 117 (before transaction costs). Through the Share Issue the Company’s share capital will increase by SEK 2,250,000 to SEK 14,765,326.75, of which SEK 142,187.50 is currently under registration. Assuming that the Share Issue is approved by the general meeting, the total dilution will be approximately 15 per cent.
The subscription price in the Share Issue has been determined through negotiations with investors, and the board therefore considers the subscription price to be at market terms, especially given that it is higher than the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the last 20 trading days, calculated at SEK 6.40.
The proceeds from the Share Issue shall primarily be used to continue to strengthen the Company's commercial expansion linked to the recently issued European and American guidelines, as well as to ensure delivery of innovation projects and to finance the Company's general working capital needs as a result of the background of expected growth.
To facilitate the execution of the Share Issue, the new shares will initially be subscribed by Nordic Issuing AB, acting as the issuing agent in the Share Issue, up to an amount equivalent to the shares' quota value. In connection with the settlement date the Company will receive the remaining amount from the investors participating in the Share Issue, which is the difference between the subscription price in the Share Issue and the quota value.
The Company intends to file a prospectus regarding admission to trading of the new shares in the Share Issue (the "Prospectus"). The Prospectus needs to be approved by the Swedish Financial Supervisory Authority. The shares in the Share Issue will be admitted to trading on Nasdaq Stockholm after the approval from the general meeting and the Swedish Financial Supervisory Authority has approved the Prospectus.
“We’re closing yet out another successful directed share issue and welcome additional long-term institutional investors. The market interest has been significant and Senzime is now well capitalized with the right fundamentals to realize the strategic and financial plan", comments the Company's CEO Philip Siberg.
The board´s considerations
Prior to the resolution on the Rights Issue, the board has considered alternative financing options, including the possibility of carrying out a rights issue. The board is aware of that the main rule for issues of shares where payment is made with cash should be carried out as right issues with preferential rights for existing shareholders and has taken the regulations by the Swedish stock market´s self-regulatory committee (Sw. Aktiemarknadens självregleringskommitté (“ASK”)) established in July 2023 into account. ASK's rules state that it may normally be considered acceptable for share issues to be carried out with deviation from the shareholders' pre-emptive rights if, based on the circumstances and on objective grounds, it can be considered to be in the shareholders' interest to deviate from the pre-emptive rights. After an overall assessment of the current market situation and Senzime’s financial position, it is the board’s assessment that it is in the shareholders’ interest on objective grounds to carry out the Share Issue in accordance with the presented terms, which, according to the board, can be regarded as balanced and at market terms. The board elaborates on its considerations below.
- Unlike a rights issue, the Share Issue is expected to broaden the shareholder base and provided the Company with new reputable owners of strategic significance – Segulah Medical Acceleration and Carnegie Fonder. The board’s assessment is that it will significantly strengthen the ownership structure.
- An additional reason to deviate from the shareholders’ pre-emptive rights is that it has been possible to further strengthen the shareholder base through the Share Issue by way of subscription from larger long-term owners, for example Fjärde AP-fonden, Crafoordska stiftelsen and Handelsbanken Fonder and Swedbank Robur. The reason for including existing shareholders among the subscribers is that these shareholders have expressed and demonstrated a long-term interest in the Company, which, according to the board, creates security and stability for both the Company and its shareholders.
- A rights issue with preferential rights for existing shareholders would be considerably more time- and resource consuming compared to the now carried out Share Issue, not least due to the work and costs related to guarantee procurement. The Share Issue has through intensive work on the part of the board and advisers been able to be carried out in a short time and with, according to the board, a good result.
- Lastly, an additional aspect that speaks in favor of the choice of a directed share issue is that the Share Issue has been possible to carry out at a price higher than the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the last 20 trading days, calculated at SEK 6.40. A rights issue would most likely have had to be made at not inconsiderable discount, which would lead to larger dilution effects for the Company´s current shareholders, which has now been avoided through the Share Issue. From a shareholder perspective, a rights issue at a discount also entails a risk of a negative effect on the share price.
In light of the above, the board has made the assessment that a directed share issue on current terms is a better alternative for all shareholders than carrying out a traditional rights issue with a significant discount on the current share price. Therefore, the board’s overall assessment is partly that the above-mentioned reasons for a directed share issue outweigh the reasons for a rights issue according to the main rule, and partly that a directed share issue is considered to be in the interests of both the Company and all shareholders.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES OR REQUIRE REGISTRATION OR OTHER ACTIONS.
In connection with the Share Issue, the Company has retained Zonda Partners as financial advisor and Advokatfirman Lindahl KB as legal adviser to the Company.
This information is information that Senzime is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 25 September 2023 22.00 CET.
For further information, please contact:
Philip Siberg, CEO of Senzime AB
Phone: +46 (0) 707 90 67 34, email: [email protected]
Slavoljub Grujicic, CFO
Phone: +46 (0) 76 306 60 11, email: [email protected]
This press release is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.
Senzime is a Swedish medical device company that develops, manufactures, and markets CE- and FDA-cleared patient monitoring systems. Senzime’s employees worldwide are committed to the vision of a world without anesthesia- and respiratory-related complications. The company markets an innovative portfolio of solutions, including the TetraGraph® and ExSpiron® 2Xi for real-time monitoring of neuromuscular and respiratory functions, typically under and after surgery. The goal is to help eliminate in-hospital complications, and radically reduce health care costs related to surgical and high acuity procedures.
Senzime targets a market opportunity valued more than SEK 40 billion per year, and operates with sales teams in the world’s leading markets. The company’s shares are listed on Nasdaq Stockholm Main Market (SEZI). More information is available at senzime.com.
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 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 unlawful or require additional registration or other measures.
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, Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa, Russia and Belarus 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.
This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation.
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" (within the meaning of Article 86(7) of the Financial Services and Markets Act 2000) 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.
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 shares. Any investment decision in connection with the Share 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 financial advisor.
This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Nasdaq Stockholm's rulebook for issuers.
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 Senzime 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 Senzime may decline and investors could lose all or part of their investment; the shares in Senzime offer no guaranteed income and no capital protection; and an investment in the shares in Senzime 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 Share 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 Senzime.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Senzime and determining appropriate distribution channels.