STOCKHOLM, Oct. 9, 2019 /PRNewswire/ -- Sedana Medical AB
(publ) ("Sedana Medical" or the "Company") today announces its
intention of a directed new share issue of approximately
SEK 350 million to Swedish and
international institutional investors. Sedana Medical has engaged
Pareto Securities AB ("Pareto Securities") to investigate the
conditions for a new issue of shares through a so-called
accelerated bookbuilding.
Sedana Medical announces its intention to carry out a directed
new share issue of approximately SEK 350
million to Swedish and international institutional investors
(the "Directed New Share Issue"), which is intended to be
carried out based the authorization granted by the annual general
meeting held on 28 May 2019. Sedana
Medical has engaged Pareto Securities to investigate the
possibilities to conduct the Directed New Share Issue through a
so-called accelerated bookbuilding.
The subscription price and allocation of shares in the Directed
New Share Issue will be determined through an accelerated
bookbuilding procedure, which will begin no earlier than 17:30
(CET) today, 9 October 2019, and end
before the commencement of trading on Nasdaq First North Growth
Market on 10 October 2019. The
bookbuilding procedure, determination of the subscription price and
allocation may, at the discretion of the Company or Pareto
Securities, close earlier or later and may be cancelled at any time
and consequently, the Company may refrain from completing the
Directed New Share Issue. The Company will, on closing of the
bookbuilding procedure, inform via press release the outcome of
Directed New Share Issue.
The rationale for carrying out the Directed New Share Issue is
primarily to finance the undertaking of activities in order to
reach marketing authorization approval of AnaConDa and IsoConDa in
the U.S. The combination registration of IsoConDa and AnaConDa
includes activities such as two clinical studies involving
approximately 500 patients in total, a human factors validation
program, toxicity studies, safety database, adapt the European
pediatric study to FDA requirements and a New Drug Application
(NDA).
The reason for the deviation from the shareholders' preferential
rights are mainly to diversify the shareholder base in the Company
among Swedish and international institutional investors and at the
same time take advantage of the opportunity to raise capital in a
time- and cost-efficient manner.
In connection with the Directed New Share Issue, the Company has
undertaken, with customary exceptions, not to issue additional
shares for a period of six calendar months after the announcement
of the outcome of the Directed New Share Issue.
In connection with the Directed New Share Issue, board member
Michael Ryan has indicated an
intention to purchase, for the same subscription price determined
through the bookbuilding procedure, up to 75,000 shares from board
member Sten Gibeck. Michael Ryan has undertaken not to sell any of
his already existing shares in Sedana Medical for a period of 90
calendar days after the announcement of the outcome of the Directed
New Share Issue, with customary exceptions.
The other board members and persons of the management holding
shares and/or warrants have undertaken not to sell any shares in
Sedana Medical for a period of 90 calendar days after the
announcement of the outcome of the Directed New Share Issue, with
customary exceptions.
The Directed New Share Issue is subject to a resolution by the
board of directors of Sedana Medical, pursuant to the issue
authorization given by the annual general meeting on 28 May 2019 to issue new shares, following the
close of the bookbuilding.
Advisers
Pareto Securities is acting as Sole Manager and Bookrunner and
Roschier is legal adviser to the Company in connection with the
Directed New Share Issue.
Sedana Medical is listed on Nasdaq First North Growth Market
Sweden.
Erik Penser Bank (+46-8-463-83-00) is certified adviser to
Sedana Medical.
This information is such that Sedana Medical AB (publ) is
obliged to disclose pursuant to the EU Market Abuse Regulation. The
information was released for public disclosure, through the agency
of the contact persons above, on 9 October
2019 at 17:31 (CET).
Sedana Medical AB (publ) has developed and sells the medical
device AnaConDa, for the administration of volatile anaesthetics to
mechanically ventilated patients. A major clinical registration
study is currently ongoing to obtain market approval in
Europe for inhalation sedation in
intensive care units with the pharmaceutical IsoConDa®
(isoflurane).
Sedana Medical has direct sales in the Nordic countries,
Germany, France and Spain, UK as well as external distributors in
the rest of Europe, Canada, Australia and South
Korea. The company headquarters are based in Stockholm, Sweden with R&D operations in
Ireland.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, HONG
KONG, JAPAN, SINGAPORE, SOUTH
AFRICA, SOUTH KOREA OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER
MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END
OF THE PRESS RELEASE.
Important information
This announcement is not an offer to sell or a solicitation of
any offer to buy or subscribe for any securities issued by Sedana
Medical AB (publ) (the "Company") in any jurisdiction where such
offer or sale would be unlawful. In any EEA Member State that has
implemented Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). This press release is not a prospectus for purposes
of the Prospectus Regulation and has not been approved by any
regulatory authority in any jurisdiction. The Company has not
authorized any offer to the public of securities in any EEA member
state and no prospectus has been or will be prepared in connection
with the directed share issue (the "Share Issue"). In any EEA
Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the
meaning of the Prospectus Regulation.
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States, Australia, Canada, New
Zealand, Hong Kong,
Japan, Singapore, South
Africa or South Korea. This
document does not constitute an offer to sell, or a solicitation of
an offer to purchase, any securities in the United States. Any securities referred to
herein have not been and will not be registered under the U.S.
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.
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" (as defined in section 86(7) of the
Financial Services and Markets Act 2000) and 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"). Persons who are not relevant persons should not take any
action on the basis of this document 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 new shares. Any investment
decision to buy or subscribe for new shares in the Share Issue must
be made solely on the basis of publicly available information,
which has not been independently verified by Pareto Securities AB
(the "Manager"). The Manager is acting for the Company in
connection with the transaction and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for giving advice in
relation to the transaction or any other matter referred to
herein.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This announcement does not
constitute a recommendation concerning any investor's option with
respect to the Share Issue. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
CONTACT:
For additional information, please contact:
Christer Ahlberg, CEO, Sedana
Medical AB
+46-70-675-33-30
Christer.ahlberg@sedanamedical.com
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