The exercise period for JonDeTech Sensors AB (publ)’s (“JonDeTech” or the “Company”) warrants of series TO3 (“TO3”) was completed on October 16, 2024. In accordance with the underwriting agreements entered into in connection with the exercise of TO3, the Board of Directors has today, on October 24, 2024, relying on the authorization from the Annual General Meeting on May 3, 2024, decided on a directed share issue of 3,199,893 shares (the “Directed Issue”) to a number of external investors (“the Underwriters”). Of these 3,199,893 shares, 2,711,760 shares are for the purpose of utilizing the underwriting commitments, and 488,133 shares are for the agreed-upon underwriting compensation. The subscription price in the Directed Issue is SEK 2.95, which corresponds to the subscription price for the exercise of TO3. By utilizing the underwriting commitments, the Company will receive approximately SEK 8.0 million before issue costs.
In accordance with what was communicated in a press release on October 9, 2024, the Company received top underwriting commitments totaling approximately SEK 13.34 million from the Underwriters, corresponding to about 50 percent of the issue proceeds that the Company could obtain through the exercise of TO3. In accordance with the underwriting agreements, underwriting compensation will be provided for the underwriting commitments in an amount corresponding to fifteen (15) percent of the underwritten amount in the form of cash or, alternatively, twenty (20) percent of the underwritten amount in the form of newly issued shares in the Company. The subscription price in the Directed Issue has been determined in the underwriting agreements through negotiations between the Underwriters and the Company at arm’s length and corresponds to the exercise price for TO3, i.e., SEK 2.95 per share.
As communicated following the outcome of TO3 on October 17, 2024, a total of 633,208,500 TO3, corresponding to approximately 70.0 percent of the total number of TO3, were exercised for the subscription of 6,332,085 new shares in the Company. This means that the underwriting commitments will be utilized for 2,711,760 newly issued shares to cover the portion of TO3 that was not exercised by the holders of TO3. The utilized portion of the underwriting commitment means that the Company will receive approximately SEK 8.0 million through the Directed Issue. In addition, the Underwriters will receive compensation in the form of 488,133 newly issued shares in the Company.
The reason for deviating from the shareholders’ preferential rights in the Directed Issue is to fulfill the Company’s commitments to the Underwriters as a result of the entered underwriting agreements and to meet the Company’s capital needs. Furthermore, the Board of Directors assesses that the subscription price of SEK 2.95, which was negotiated with the Underwriters at arm’s length, is considered to be on market terms given that TO3 was not exercised to 100 percent, despite that the exercise price of SEK 2.95 for the TO3 corresponds to the subscription price in the Directed Issue. The Board of Directors also assesses that it is advantageous for the Company’s financial position and in the interest of shareholders that the space for new shares, within the framework of TO3, is fully utilized. The Board’s considerations are based on an assessment that it is important for the operation and the Company’s ability to achieve short- and long-term goals that the Company secures the amount of capital that fully exercised warrants of TO3 could have generated.
Number of shares, share capital and dilution
Through the Directed Issue, the Company’s share capital will increase by SEK 1,759,941.15, from SEK 12,871,071.40 to SEK 14,631,012.55, and the number of shares in the Company will increase by 3,199,839 shares, from 23,401,948 shares to 26,601,877 shares. This will result in a dilution for existing shareholders of approximately 12,03 percent once all shares have been registered with the Swedish Companies Registration Office.
Advisers
Mangold Fondkommission AB is financial adviser and Eversheds Sutherland Advokatbyrå is legal advisor for JonDeTech in relation to the Directed Issue.
For further information about JonDeTech, please contact:
Leif Borg, CEO JonDeTech
Tel: +46 73 810 93 10
E-mail: [email protected]
About JonDeTech
JonDeTech is a supplier of sensor technology. The company markets a portfolio of IR sensor elements based on proprietary nanotechnology and silicon MEMS. The nanoelements are extremely thin, built-in flexible plastic, and can be manufactured in high volumes at a low cost, which opens up for a variety of applications, such as temperature and heat flow measurements, presence detection, and gas detection. The company is listed on Nasdaq First North Growth Market. Mangold Fondkommission AB is the company’s Certified Adviser. Read more at: www.jondetech.com or see how the IR sensor works at: https://www.youtube.com/watch?v=mORloeCxbPE
Important information
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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 Zealand, 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.
