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JonDeTech Sensors AB (publ) (“JonDeTech” or the “Company”) has completed the rights issue of units, consisting of shares and warrants of series TO2 and TO3, which the board of directors decided on September 13, 2023, subject to approval from the extraordinary general meeting on October 16, 2023 (the “Rights Issue”). The Rights Issue has been subscribed to a total of 88.6 percent, where approximately 20.7 percent was subscribed through the exercise of unit rights, approximately 1.6 percent was subscribed for without the exercise of unit rights and approximately 66.3 percent are subscribed by underwriters.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on November 3, 2023. The final outcome shows that a total of 129,197,795 units have been subscribed for in the Rights Issue, corresponding to 88.6 percent of the Rights Issue. 30,152,759 units were subscribed through the exercise of unit rights, corresponding to 20.7 percent of the Rights Issue. Furthermore, 2,395,780 units were subscribed for without the exercise of unit rights, corresponding to 1.6 percent of the Rights Issue and 96,649,256 units were subscribed by underwriters, corresponding to 66.3 percent of the Rights Issue. Each unit consists of seven (7) newly issued shares, seven (7) warrants of series TO2 and seven (7) warrants of series TO3. In total, 904,384,565 new shares, 904,384,565 warrants of series TO2 and 904,384,565 warrants of series TO3 were subscribed.
Through the Rights Issue, the Company will receive approximately SEK 36.2 million before issue costs. Upon full exercise of all warrants of series TO2 and TO3, the Company may be provided with an additional capital injection of up to approximately SEK 99.5 million.
Dean Tosic, CEO of JonDeTech comments
“I want to thank all shareholders who have shown continued confidence and helped ensure we now have a long-term funding plan in place. Now, we can look ahead and continue to focus on commercializing the company. Next year, in addition to the two already available products, the aim is to launch both JIRS30 and the packaged solution with JIRS10. With four products on the market, we have a competitive offer, which, combined with our established collaborations, puts us well positioned on the market with sensors for infrared radiation, heat flows, and temperature measurement.”
Allocation of units subscribed for without the exercise of unit rights
Allocation of units subscribed for without the exercise of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on October 18, 2023, due to the Rights Issue
(the “Prospectus”). Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Shares and share capital
Through the Rights Issue, the number of shares in the Company increase by 904,384,565 shares, from
145,848,299 shares to 1,050,232,864 shares and the share capital amounts to approximately
SEK 5,776,280.752 (following the registration of the resolution on a capital reduction made by the extraordinary general meeting on October 16, 2023). If all warrants of series TO2 and TO3 are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 1,808,769,130 shares, from 1,050,232,864 shares to 2,859,001,994 shares, and the share capital will increase with an additional approximately SEK 11,552,561.504, from approximately SEK 5,776,280.752 to approximately SEK 17,328,842.256.
Warrants of series TO2
Each warrant of series TO2 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for subscription of shares by virtue of the warrants of series TO2 amounts to seventy (70) percent of the volume-weighted average price of the Company’s share during the period from and including 27 December 2023 up to and including 10 January 2024, however, not less than the quota value of the share and not more than SEK 0.05. Subscription of new shares through warrants of series TO2 shall be carried out according to the terms of the warrants during the period from and including 12 January 2024 up to and including 26 January 2024. Trading with the warrants of series TO2 is expected to take place in conjunction with conversion of BTU into shares and warrants.
Warrants of series TO3
Each warrant of series TO3 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for subscription of shares by virtue of the warrants of series TO3 amounts to seventy (70) percent of the volume-weighted average price of the Company’s share during the period from and including 17 September 2024 to and including 30 September 2024, however, not less than the quota value of the share and not more than SEK 0.06. Subscription of new shares through warrants of series TO3 shall be carried out according to the terms of the warrants during the period from and 2 October 2024 up to and including 16 October 2024. Trading with the warrants of series TO3 is expected to take place in conjunction with conversion of BTU into shares and warrants.
Paid subscribed units (“BTU”)
Trading with BTU (Paid Subscribed Unit) takes place on Nasdaq First North Growth Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 47, 2023.
Compensation to underwriters
In connection with the Rights Issue, external investors and Mangold Fondkommission have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 15 percent of the underwritten amount is paid in cash or alternatively 20 percent of the underwritten amount in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than November 10, 2023. The subscription price for any units issued as underwriting compensation has been set at SEK 0.28 per unit, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 23,111,041 units may be issued as underwriting compensation to the underwriters.
Advisors
Mangold Fondkommission AB is financial advisor and Eversheds Sutherland Advokatbyrå is legal advisor to JonDeTech in connection with the Rights Issue.
For more information, please contact:
Dean Tosic, CEO, E-mail: [email protected]
This information constitutes information that JonDeTech is obligated to disclose under the EU Market Abuse Regulation. The information was provided, through the agency of the above-mentioned contact person, for public release on 7 November 2023, at 08:30 CET.
Important information
The information in this press release neither contains nor constitutes an offer to acquire, subscribe, or otherwise trade shares, subscription options, or other securities in JonDeTech. No action has been taken, and no action will be taken, to permit a public offering in any jurisdiction other than Sweden. The invitation to eligible persons to subscribe for units in JonDeTech will only be made through the Prospectus, which will be published by the Company on or around 18 October 2023 on JonDeTechs’s website, www.jondetech.se. The future approval by the Financial Supervisory Authority (Sw. Finansinspektionen) of the Prospectus should not be construed as an approval of the Company’s shares, subscription options, or other securities. However, this press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and this press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares, subscription options, or other securities in JonDeTech. The information in this press release is provided solely for the purpose of describing the background to the Preferential Issue and makes no claim to be complete or exhaustive. No representation shall be made with respect to the accuracy or completeness of the information in this press release. Any investment decision should, for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Preferential Issue, be made solely on the basis of the information in the Prospectus. Therefore, it is recommended that an investor reads 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, published or distributed, directly or indirectly, in or to the United States, Australia, Belarus, 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 actions other than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities laws. No shares, subscription options, or other securities in JonDeTech have been registered, and no shares, subscription options, or other securities will be registered, under the then-current United States Securities Act of 1933 (the “Securities Act”) or the securities laws of 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 the securities laws of the relevant state or other jurisdiction in the United States.
In the United Kingdom, this document and any other material relating to the securities referred to herein 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” who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of “professional investors” 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)-(d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this press release relates in the United Kingdom is available only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.
Forward-Looking Statements:
This press release contains forward-looking statements concerning the Company’s intentions, assessments, or expectations regarding the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not concern historical facts and can be identified by expressions such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “assumes,” “should,” “could,” and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. While the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or that they are correct. Since these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes, for many different reasons, may significantly deviate from what is stated in the forward-looking statements. Such risks, uncertainties, contingencies, and other significant factors may cause the actual development of events to materially differ from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are accurate, and each reader of the press release should not unreasonably rely on the forward-looking statements in this press release. The information, opinions, and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and may change. Neither the Company nor anyone else undertakes to review, update, confirm, or publicly announce any revisions to any forward-looking statement to reflect events that occur or circumstances that arise regarding the content of this press release, unless required by law or Nasdaq rules for issuers.
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