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The board of directors of Neola Medical AB (“Neola” or the “Company”) has today decided to carry out a new share issue, subject to approval by an extraordinary general meeting and with deviation from the shareholders’ preferential rights (the “Directed Issue”). The Directed Issue has been subscribed for by the existing shareholders Anmiro AB, Pär Josefsson and LMK Forward AB as well as the external investor Brodvik AB (the “Subscribers”). Through the Directed Issue, the Company will receive approximately SEK 20 million. Notice to the extraordinary general meeting will be published through a separate press release.
The Directed Issue
The board of directors of Neola has today, 13 December 2023, decided to carry out the Directed Issue, consisting of 14,463,930 shares with deviation from the shareholders’ preferential rights and subject to approval by an extraordinary general meeting. The issue proceeds amount to approximately SEK 20 million. The purpose of the Directed Issue is to further strengthen the Company’s ownership base and secure the Company’s financing for 2024 in a cost-effective manner. The existing shareholders Anmiro AB, for an amount of SEK 4 million, Pär Josefsson, for an amount of SEK 4 million and LMK Forward AB, for an amount of SEK 2 million, participate in the Directed Issue. Brodvik AB participates as an external investor in the Directed Issue for an amount of SEK 10 million. The subscription price in the Directed Issue amounts to approximately SEK 1.38 per share. The subscription price corresponds to a premium of approximately 11.5 percent in relation to the closing price of the Company’s share on Nasdaq First North Growth Market on 12 December 2023.
“We are very pleased to welcome Brodvik AB as a new shareholder in Neola Medical and that we, together with Anmiro AB, Pär Josefsson and LMK Forward AB, have now secured financing for our clinical study in the US. It is a sign of strength for Neola Medical that we attract a new strategic investor and receive further support from existing major shareholders, also at a premium on the share price. We now look forward to preparing for the market launch of Neola and continuing to create long-term shareholder value”, says Hanna Sjöström, CEO of Neola Medical.
Reasons for deviation from the shareholders’ preferential rights and the basis for the subscription price
Prior to the decision on the Directed Issue, the board of directors has carefully considered alternative financing solutions, including the possibility to carry out a rights issue. However, the board of directors has, after an overall assessment and after careful consideration, found that a directed issue is the most favourable for the Company and its shareholders. A rights issue would, in the board’s assessment, have been significantly more costly for the Company and would have taken significantly longer to implement. Furthermore, a rights issue would, in the board’s assessment, have had to be carried out at a lower issue price and would entail an increased exposure to potential market volatility compared to a directed issue. In view of the above, it is the board of directors’ assessment that a rights issue cannot meet the Company’s capital needs in a time and cost-efficient manner in the same way as the Directed Issue. The Directed Issue also means that the Company’s ownership is broadened with a new investor with an interest in the Company and its development. The Directed Issue is partly aimed at existing shareholders because these owners have expressed and demonstrated a long-term interest in the Company, which according to the board of directors creates security and stability for both the Company and its shareholders.
Prior to the decision on the Directed Issue, the board of directors has emphasised that the subscription price should be on market terms. After negotiations with the Subscribers at arm’s length, the board of directors and the Subscribers have agreed on a subscription price of approximately SEK 1.38 per share, corresponding to a premium of 11.5 per cent compared to the closing price of the Company’s share on Nasdaq First North Growth Market on 12 December 2023. The subscription price and other terms of the Directed Issue have been determined through negotiations with the Subscribers at arm’s length and through market soundings. Given this background and considering that the subscription price in the Directed Issue corresponds to a premium, it is the board of directors’ assessment that the subscription price has been secured on market terms.
Extraordinary General Meeting
The Directed Issue is subject to approval by an extraordinary general meeting. The existing shareholders participating in the Directed Issue have undertaken to vote in favour of the resolution at an extraordinary general meeting. Notice of the extraordinary general meeting will be published in a separate press release.
Number of shares, share capital and dilution
Through the Directed Issue, the number of shares increases by 14,463,930 from 55,686,304 to 70,150,234 shares. The share capital increases by approximately SEK 1,033,142.02 from SEK 3,977,609.17 to approximately SEK 5,010,751.19. The dilution for existing shareholders amounts to approximately 20.62 per cent.
Eversheds Sutherland Advokatbyrå AB acted as legal advisor in connection with the Directed Issue.
For further information, please contact:
Hanna Sjöström, CEO
e-mail: hanna.sjostrom@neolamedical.com
About Neola Medical
Neola Medical AB (publ) develops medical devices for continuous monitoring of the lungs of premature babies. Immediate detection of complications allows for early treatment and improved care. The patented technology is based on a spectroscopic method developed at Lund University in Sweden. The company was founded in 2016 and is listed on NASDAQ First North Growth Market (ticker: NEOLA). See more at www.neolamedical.se. The company’s Certified Adviser is FNCA Sweden AB.
This information is information that Neola Medical is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 2023-12-13 08:25 CET.