Inzile AB (publ) has decided on a directed share issue of up to approximately SEK 11 million (USD 1 million) at a subscription price of SEK 7.62 per share, to be concluded during the next 30 days.
The board of Inzile AB (publ) (”Inzile” or the ”Company”) has decided on a directed new issue that, if fully subscribed and at today’s exchange rate, would result in 1,473,149 shares at a subscription price of 7.62 SEK per share to Mr. Chris Calise, a new investor with a pronounced long-term interest in the Company (the ”Directed New Issue”). Through the Directed New Issue, approximately SEK 11 million (USD 1 million) would be added to Inzile, before deductions for transaction costs and adjustable exchange rates, if fully subscribed. The Directed New Issue is to be subscribed and paid within 30 days. The board’s resolution on the Directed New Issue has been made in accordance with a previous authorization by the Annual General Meeting from June 21, 2022.
The Directed New Issue is oriented towards a strategic investor, during this growth phase. The issue proceeds are primarily intended to be used to support the company’s current and developing financial needs incurred by investment into R&D, the need to accommodate current and foreseeable orders from customers and the forecasted growth of the demand for the EVI platform.
The company’s CEO, Juan Carlos Del Rio, says in a comment:
”Inzile is focused on a growth strategy supported by its R&D and we focus on transforming the company in the medium-term to demonstrate our true potential. Therefore, it is very important that we are now able to secure continued financing from committed, knowledgeable and strategically positioned owners.”
The maximum amount of the subscription, the subscription price and the timeline period of 30 days to conclusion, in the Directed New Issue, have been determined after receiving an offer from the investor. The subscription price corresponds to the average volume-weighted closing price (”VWAP”) for the Company’s share on the Nasdaq First North Growth Market (”FirstNorth”) during the last five (5) trading days preceding October 7, 2022. The subscription price thus does not entail any discount in relation to the listed value of the Company’s share measured in this manner. According to the board’s assessment, VWAP five (5) trading days is a fairer way of assessing the share’s quoted value than a closing price on a particular day or an average paid price during only one trading day. According to the opinion of both the board and the Company’s legal advisers, there is no reason to assume that the listed value of the Company’s shares measured in the manner indicated above would not reflect the market value of the shares.
Subject to conclusion, Mr. Chris Calise will be one of the largest owners in Inzile and represent approximately 2.68 percent of the shares and votes in the Company. (The figure is subject to currency rates on the day of subscription.)
The reason for the deviation from the shareholders’ pre-emptive right is that the board assesses that the Company is in an important development stage and has an immediate need for financing and that the Company has an interest in strengthening and broadening the owner base with investors who has expressed a long-term interest in being a shareholder in the Company. The board considers that it is also important that the subscription price corresponds to the VWAP for the Company’s shares on First North during the last five (5) trading days preceding October 7, 2022. The Directed New Issue is therefore carried out without a discount in relation to the listed value of the Company’s share measured in the manner indicated above. In an overall assessment, it is the board’s opinion that the reasons for deviating from the shareholders’ pre-emptive rights clearly outweigh the reasons to apply the pre-emptive rights.
Through the Directed New Issue, subject to full subscription, the Company’s share capital will increase with SEK 147,315 (from SEK 5,358,685 to SEK 5,506,000) and the total number of shares increase with 1,473,149 (from 53,586,852 to 55,060,001 shares). Full subscription would entail a dilution effect of approximately up to 2.68% based on the total number of shares and votes in the Company after the Directed New Issue.
Authorization by Annual General Meeting
The Directed New Issue, as now resolved by the board of directors, is done in accordance with an authorization by the annual general meeting which was held on June 21, 2022. The records kept are available, together with other documents according to the Swedish Companies Act, at the Company’s website, https://inzile.com/cision/annual-general-meeting-held-in-inzile-ab-publ-2/
Inzile has engaged as legal advisor Advokatfirman Carler AB, Stockholm, in connection with the Directed New Issue.
For further information, please contact:
Juan Carlos Del Rio, CEO Inzile, email@example.com, +46 76 138 48 82
Peter Wergens, CFO Inzile, firstname.lastname@example.org, +46 73 325 75 04
This information is such that Inzile AB (publ) is obliged to publish in accordance with the EU Market Abuse Regulation (MAR). The information was provided by the above contact persons, for publication on October 10, 2022 at 08.40 CET.
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 Inzile in any jurisdiction, neither from Inzile or anyone else.
This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release shall not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, the United States of America or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions than those required according to Swedish law. Acts in contrary to this instruction can constitute a crime according to applicable securities laws.
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. Inzile has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with 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.
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 document and should not act or rely on it.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterised by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Inzile’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Inzile’s current plans, estimates and projections, which have been made to the best of Inzile’s ability. However, Inzile does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Inzile. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.
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 new shares in the Share Issue have been subject to a product approval process, which has determined that the these shares 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 shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie Investment Bank will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.