STOCKHOLM, Sept. 30, 2020 /PRNewswire/ -- NOT FOR
RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH
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JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD
BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE
READ "IMPORTANT INFORMATION" AT THE END OF THIS PRESS
RELEASE.
Pareto Securities AB ("Pareto" or the "Global Coordinator and
Sole Bookrunner") exercises the overallotment option of 2,538,461
Swedish Depository Receipts ("SDRs") in Implantica
AG[1] ("Implantica" or the "Company"). As a
consequence thereof, the stabilisation period has now ended.
No stabilisation measures have been nor will be carried
out.
In connection with the listing of Implantica's SDRs (the
"Offering"), the Company granted an overallotment option to
the Global Coordinator and Sole Bookrunner, which entitles Pareto
to acquire up to 2,538,461 additional SDRs in the Company,
corresponding to up to 15 percent of the total number of SDRs
encompassed by the Offering, in order to cover any overallotment in
the Offering. The Global Coordinator and Sole Bookrunner has today
requested to exercise the overallotment option in full.
As a consequence of the exercise of the overallotment option,
Implantica has resolved to issue 2,538,461 SDRs (at a price
corresponding to the issue price in the Offering, SEK 65.00 per SDR), after which the total number
of outstanding shares in Implantica amounts to 109,461,537 (of
which 53,211,537 are class A shares and 56,250,000 are class B
shares). Consequently, the Offering comprised in total 19,461,537
SDRs, corresponding to the same number of newly issued class A
shares in the Company, including the overallotment option. The
Company will thereby be provided with additionally approximately
SEK 165 million, which means that the
Company has been provided in total with approximately SEK 1 265 million as a result of the Offering and
the Over-allotment option, before issue expenses.
As announced in connection with the offering regarding
subscription for SDRs in Implantica and the listing of the SDRs on
Nasdaq First North Premier Growth Market, Pareto had the option,
acting as stabilisation manager, to carry out transactions aimed at
supporting the market price of the SDRs at levels above those which
might otherwise prevail in the market. No stabilisation measures
have been carried out since the listing on 21 September 2020 and due to Implantica's share
price development, Pareto has decided to end the stabilisation
period in advance.
Advisors
Pareto Securities is the Global Coordinator and Sole Bookrunner
in the Offering. Baker McKenzie is the legal advisor to Implantica
as to Swedish and Swiss law and Roschier is the legal advisor to
Pareto Securities in the Offering.
Responsible person
This information is such information Implantica AG is obliged to
make public in accordance with the (EU) Market Abuse Regulation
596/2014. The information in this press release has been made
public through the agency of the responsible person set out below
for publication at the time stated by Implantica AG's news
distributor Cision at the publication of this press release.
The responsible person below may be contacted for further
information.
For further information, please contact:
Nicole Pehrsson, Investor
Relations, Implantica
Telephone (CH): +41 (0)79 335 09 49
E-mail: nicole.pehrsson@implantica.com
About Implantica
Implantica is a medtech group with operations within the
implantable medical device and eHealth markets. The Company's lead
product RefluxStopTM is a passive CE-marked implant for
prevention of gastroesophageal reflux. Current surgical
gastroesophageal reflux disease ("GERD") treatments function
by compressing the food passageway, giving rise to various adverse
complications. RefluxStopTM has a completely different
design thesis, which achieves better results without the
complications associated with existing surgical GERD treatments.
The Company believes RefluxStopTM has the potential to
spur a paradigm shift in GERD treatments. In addition to
RefluxStopTM, the Company has an extensive product
pipeline that is expected to further support Implantica's growth in
the coming years.
IMPORTANT INFORMATION
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, or a solicitation of any offer, to buy or subscribe for any
securities in Implantica in any jurisdiction, neither from
Implantica nor from someone else.
This press release is not a prospectus for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (the
"Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. A prospectus in
connection with the Offering has been prepared and published by the
Company on the Company's web page.
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 Company. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement
or its accuracy or completeness. Pareto Securities is acting for
Implantica in connection with the Offering and no one else and will
not be responsible to anyone other than Implantica for providing
the protections afforded to its clients nor for giving advice in
relation to the Offering or any other matter referred to
herein.
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 Unites States, Australia, Canada, Hong
Kong, Japan, New Zealand, Singapore, South
Africa, South Korea,
Switzerland 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.
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" 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.
Forward-looking statements
This press release contains forward-looking statements that
reflect the Company's intentions, beliefs, or current expectations
about and targets for the Company's and the group's future results
of operations, financial condition, liquidity, performance,
prospects, anticipated growth, strategies and opportunities and the
markets in which the Company and the group 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 it is not required by
law or Nasdaq First North Premier Growth Market rule book 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 SDRs in Implantica have been subject to a
product approval process, which has determined that the SDRs 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 SDRs in Implantica may decline and
investors could lose all or part of their investment; the SDRs in
Implantica offer no guaranteed income and no capital protection;
and an investment in the SDRs in Implantica 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 Offering.
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 SDRs in
Implantica.
Each distributor is responsible for undertaking its own target
market assessment in respect of the SDRs in Implantica and
determining appropriate distribution channels.
[1] Implantica AG is a Liechtenstein limited liability company.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/implantica/r/exercise-of-the-overallotment-option-in-implantica-and-end-of-stabilisation-period,c3208065
The following files are available for download:
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Exercise of the
overallotment option in Implantica and end of stabilisation
period
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