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JONDETECH CONVENES AN EXTRAORDINARY GENERAL MEETING AND ANNOUNCES FURTHER DETAILS REGARDING THE FULLY UNDERWRITTEN RIGHTS ISSUE
As previously announced through a press release, the board of directors of JonDeTech Sensors AB (publ) (“JonDeTech” or the “Company”) resolved on 19 July 2020 to carry out a directed share issue as well as a rights issue (the “Rights issue”). Today, through a separate press release, the board of directors has issued notice to attend an extraordinary general meeting to resolve, inter alia, on the Rights issue. In this press release the Company provides further details regarding the Rights issue.
The Rights issue in short:
· The Rights issue amounts to no more than 3,645,166 shares, with a subscription price of SEK 10.00 per share.[1]
· The Rights issue is fully underwritten by external underwriters (who are also subscribers in the directed share issue resolved by the board of directors on 19 July 2020).
· The Rights issue requires a resolution by the extraordinary general meeting that will be held on 10 August 2020. The notice to attend the extraordinary general meeting has been published by Company in a separate press release today.
· The record date for participation in the Rights issue is proposed to be 28 August 2020 and the subscription period is proposed to run from 1 September 2020 to 15 September 2020.
· The Company’s largest shareholder, with a shareholding of approximately 19.15% of all outstanding shares, have committed to vote in favour of the Rights issue.
· It should be noted that the directed share issue that the Company has resolved and announced is conditional upon that the Rights issue is carried out.
Preliminary timetable for the Rights issue
This timetable is preliminary and may be subject to changes.
– 10 August: Extraordinary general meeting
– 25 August: Publication of the interim report for the period 1 January 2020 – 30 June 2020
– 26 August: Last day of trading in the Company’s share on Nasdaq First North Growth Market including the right to participate in the Rights issue
– 27 August: First day of trading in the Company’s share on Nasdaq First North Growth Market excluding the right to participate in the Rights issue
– 28 August: Record date for participation in Rights issue (shareholders who are registered in the share register on the record date will receive subscription rights in the Rights issue)
– 28 August: Publication of prospectus
– 1 September – 10 September: Subscription rights are traded on Nasdaq First North Growth Market
– 1 September – 15 September: Subscription period
– 1 September – 18 September: Paid subscribed shares (Sw. “Betalda tecknade aktier/BTA“) are traded on Nasdaq First North Growth Market
– 17 September: Announcement of outcome of the Rights issue
Terms and conditions of the Rights issue
As per the record date on 28 August 2020, every existing share entitles the holder to four (4) subscription rights. Twenty-five (25) subscription rights entitle to subscription of one (1) new share. It is noted that 1,845,000 shares in the Company, pursuant to a separate resolution by the board of directors on 19 July 2020, have been issued and that all of said shares are expected to be subscribed for, registered and entered into in the share register kept by Euroclear Sweden AB before the record date. All of said shares are hence expected to be entitled to participate in the Rights issue. It is noted that if the issue is fully subscribed using the ratio 4:25 as per the foregoing the issue will comprise no more than 3,634,560 shares, entailing an increase in the share capital of no more than SEK 138,903.92053.
If 1,000,000 shares of the above-mentioned 1,845,000 shares have been subscribed for, registered and entered into the share register kept by Euroclear Sweden AB before the record date, the number of subscription rights that each share entitle to shall be adjusted to one (1) subscription right and the number of subscription rights required for subscription of each one (1) new share shall be adjusted to six (6), entailing that the number of shares issued will be no more than 3,645,166 shares, entailing an increase in the share capital of no more than SEK 139,309.25570.
If none of the above-mentioned 1,845,000 shares have been subscribed for, registered and entered into the share register kept by Euroclear Sweden AB before the record date, the number of subscription rights that each share entitle to shall be adjusted to one (1) subscription right and the number of subscription rights required for subscription of each one (1) new share shall be adjusted to six (6), entailing that the number of shares issued will be no more than 3,478,500 shares, entailing an increase in the share capital of no more than SEK 132,939.69217.
The subscription price is determined at SEK 10.00 per share, which represents a discount of approximately 20.3% compared to the closing price of SEK 12.55 for the share on Nasdaq First North Growth Market on 17 July 2020, the last day of trading before the board of directors resolved to propose to carry out the Rights issue. The terms and conditions as well as the price in the Rights issue and related underwriting undertakings have been determined based on negotiations with investors and the terms which the board of directors considers that the transactions can be carried out on in view of current market conditions.
Subscription for new shares with subscription rights shall take place during the period 1 September -15 September 2020. Subscription for shares without subscription rights shall be done during the same period.
The Rights issue is expected to increase the Company’s share capital with no more than SEK 139,309.26 through issuing of no more than 3,645,166 shares, corresponding to 14.9% of the total outstanding shares after the Rights issue. Through the Rights issue and the directed share issue, the share capital of the Company is expected to increase in total with no more than SEK 209,820.61 through the issuing of no more than 5,490,166 shares, which corresponds to approximately 21% of the total outstanding shares after the share issues. The combined share issues are expected to provide no more than MSEK 54.90 in total to the Company (before costs related to the transaction), of which no more than MSEK 36.45 (before costs related to the transaction) is attributable to the Rights issue.
Detailed terms and instructions for the Rights issue will be included in the in the prospectus expected to be published on 28 August 2020.
Underwriting undertakings and lock-up undertakings
A number of the subscribers in the directed share issue resolved by the board of directors on 19 July 2020 has entered into agreements to subscribe for shares not otherwise subscribed for in the Rights issue, up to an amount of SEK 36,451,660, meaning that 100% of the Rights issue is covered by underwriting undertakings. Additionally, the subscribers have committed not to sell their shares prior to the Rights issue and to support the Rights issue at the extraordinary general meeting that is to be held on 10 August 2020.
Commission for the underwriting undertakings (no commission will be paid for any shares subscribed for with preferential rights) shall either be received as (i) a cash amount corresponding to 10% of the amount covered by the underwriting undertaking or (ii) in the form of shares corresponding to 12% of the number of shares covered by the underwriting undertaking. The underwriters have the right to choose which type of commission they shall receive, provided however, that the shares under the share-based alternative must be permissible under an authorisation to issue shares available to the board of directors at the relevant time (if not, the underwriters will automatically receive the cash alternative). The board of directors has, with the purpose of enabling the share-based alternative, resolved to propose that the extraordinary general meeting which is intended to be held on 10 August 2020 resolves to adopt a new issue authorization for the board of directors.
Voting undertakings
The Company’s largest shareholder, O&G Innovation AB, holding shares corresponding to approximately 19.15% of all outstanding shares, have committed to vote in favour of the Rights issue.
Prospectus
Full information relating to the Rights issue will be included in the prospectus which is intended to be published on or around 28 August 2020.
Advisers
Naventus Corporate Finance is the financial advisor of the Company and Roschier is the legal advisor of the Company in connection with the Rights issue.
About Naventus Corporate Finance AB
Naventus Corporate Finance is an independent privately-held financial advisor offering services relating to qualified advice regarding IPOs, capital raises and M&A to listed and unlisted companies and their owners. www.naventus.com
For more information, please contact:
Per Lindeberg, CEO JonDeTech, tel: +46 73 870 00 00, e-mail: [email protected]
About JonDeTech
JonDeTech is a Swedish company that develops, and markets patented IR sensor technology based on nanotechnology. The company’s IR sensors are down to one-tenth as thick as conventional sensors, built in plastic and can be manufactured in high volumes at a low cost, which opens for a variety of applications in, among other things, consumer electronics and mobile phones. The company was founded in 2008 and is listed on Nasdaq First North Growth Market. Redeye is the company’s Certified Adviser, +46-8-121 576 90, [email protected], https://www.redeye.se. Read more at www.jondetech.se or see how the IR sensor works at www.youtube.com/watch?v=2vEc3dRsDq8.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in JonDeTech will only be made through the prospectus that JonDeTech plans to publish on or around 28 August 2020.
This press release may not be released, published or distributed, directly or indirectly, in or in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, the United States of America or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws of the relevant state or other jurisdiction in the United States. All offers and sales of securities in connection with any rights offer by JonDeTech will be made, subject to certain limited exceptions, outside of the United States and in reliance on, and in compliance with, Regulation S under the Securities Act. There will be no public offering in the United States.
Within the European Economic Area (“EEA”), no public offering of securities is made in other countries than Sweden. In other member states of the EU, such an offering of securities may only be made in accordance with an applicable exemption in the Prospectus Regulation (EU) 2017/1129.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
[1] The exact size of the Rights issue may be adjusted downwards based on the number of outstanding shares on the record date for participation in the issue, as specified in the “Terms and conditions of the Rights Issue” below.
