STENOCARE A/S NASDAQ FIRST NORTH GROWTH MARKET, DENMARK TICKER: STENO This information is information that STENOCARE A/S is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person below for publication on Dec 19, 2023. The existing shareholder in STENOCARE A/S (“Stenocare” or the “Company”) HHTM ApS, represented by its sole shareholder, Henrik Elbæk Pedersen has today committed to exercise a total of 196,000 TO1 warrants at the subscription price of 2.11 DKK per new share, amounting to 413,560 DKK. Furthermore, the Board of Directors of Stenocare has resolved on a directed issue (“Directed Issue” or the “Issue”) to the same investor of 1,900,000 new shares at 2.25 DKK per new share, amounting to 4,275,000 DKK. As a result, the Company will receive a total of 4,688,560 DKK before transaction related costs. The funds will strengthen Stenocare’s financial position in general and specifically in relation to the ongoing refinancing of existing debt.
TO1 warrant exercise and Directed Issue:
In aggregate HHTM ApS has acquired a total of 2,096,000 new shares of which 196,000 new shares are acquired through exercising TO1 warrants and 1,900,000 new shares through the Directed Issue. The subscription price per share in the Directed Issue is 2.25 DKK which is considered market price by the Board of Directors given that shares are currently being issued at a discounted price of 2.11 DKK per share and the fact that existing loan-holders of the company are entitled to convert at the price of the ongoing issue.
Compliance with authorizations:
The Board has evaluated that the Directed Issue is consistent with the authorizations currently held by the Board. To justify the deviation from the shareholders' pre-emptive rights, the Board emphasizes the importance of two key arguments: firstly, the importance and value relating to being able to welcome a cornerstone investor to the Company, and secondly, the opportunity extended to existing shareholders to participate in the ongoing warrant exercise.
Changes in share capital as a result of the Directed Issue:
In the Directed Issue, a total of 1,900,000 new shares, each with a nominal value of 0.08 DKK, are issued. This issuance will result in a dilution of approximately 11.1 percent for the existing shareholders upon the completion of the transaction. Consequently, the number of shares will increase by 1,900,000 shares from 15,102,124 shares to 17,002,124 shares. The share capital will increase with 152,000.00 DKK, from 1,208,169.92 DKK to 1,360,169.92 DKK.
Prior to today’s announcement, HHTM ApS held 175,000 shares in Stenocare, corresponding to 1.2% of the total number of shares. After today’s announcement of the Directed Issue, HHTM ApS will hold 2,075,000 shares corresponding to 12.2% of the total number of shares of the Company excluding the exercise of 196,000 TO1 warrants.
Expected timetable for the Directed Issue:
The expected timetable for the transaction is as expected as follows:
- 19 December 2023: Announcement of the Directed Issue.
- 20 December 2023: Settlement and payment.
- 27 December 2023: Registration of capital increase at Danish Business Authority (Erhvervsstyrelsen).
- 29 December 2023: First day of trading of new shares at Nasdaq First North Growth Market.
Application will be made to Nasdaq Copenhagen A/S for the new shares resulting from the Directed Issue to be admitted to trading on Nasdaq First North Growth Market Denmark. Such application will be made concurrently with that for the new shares resulting from the exercise of TO1 Warrants. The exercise period for TO1 warrants finishes at 16.59 (CET) on 19 December 2023.
Thomas Skovlund Schnegelsberg, CEO of Stenocare, comments: “We are really pleased to welcome such a strong and committed investor to Stenocare. We hope to develop a long term and beneficial relationship”.
Keswick Global AG has acted as the Company’s Certified Adviser. Gemstone Capital A/S has acted as the Company’s financial adviser. Lund Elmer Sandager has acted as the Company’s legal adviser. Danske Bank has acted as settlement agent and issuing agent.