Announcement of
UNITs Rights Issue
UNITs Rights Issue
Monday May 15, 2023
The subscription period for the Unit share issue is closed
The STENOCARE Unit share issue subscription period that started May 22, 2023 has been closed on June 08, 2023. Thereby, it is no longer possible to subscribe for UNITs. On June 12 2023, the company announced the result of the share issue.
INVEST IN STENOCARE
Stenocare raises capital for its international growth strategy
European Marked Leader
UNIT offer:
1 share: 4.58 DKK
+
1 share: 4.58 DKK
+
2 warrants (free)
=
Price 9.16 DKK
How to buy UNITs
Click HereBREAKING NEWS: Stenocare enter German market
May 25, 2023
Stenocare product approved by German health authorities, and are now entering Germany, which is our sixth country and the largest European market for medical cannabis!
Invest in Your Future - As an Existing or New Investor
The medical cannabis industry is a young and exciting new business opportunity in Europe. Stenocare is one of the pioneers in Denmark and Europe, that is projected to grow from 550 million Euro in 2023 to 2.2 billion in 2027.
Pharmaceutical medical cannabis products, such as those offered by Stenocare, are increasingly recognized by doctors and patients for the potential effect to improve the quality of life for patients with several illnesses. This includes high-volume illnesses in Europe such as Epilepsy (1.2 million patients), Cancer (4 million patients), and Chronic Pain (100 million patients). If just 1% of these patients are treated with medical cannabis, it will amount to more than 1 million European patients.
Stenocare has successfully received licenses from heath authorities in several countries and is selling prescription-based medical cannabis products in 5 countries. With this Unit Right Issue, the company is raising capital to further invest in the ambitious strategy and growth plan.
Read About Our UNIT Share Issue offer
#HEMMAHOS STENOCARE - Finwire Interview with Stenocare CEO
Finwire interview with Stenocare CEO Thomas Skovlund Schnegelsberg
Source: Analyst Group AB
Our Offer to you
Invitation to join our UNIT Rights Issue on Nasdaq First North.
Subscription period: 24 May to 8 June 2023.
With the UNIT model you subscribe for a package offer that contains both normal Stenocare shares and warrants. 1 UNIT consists of 2 shares and 2 warrants. This mean that you purchase 2 Stenocare shares at DKK 4,58 per share – equal to DKK 9,16 per UNIT.
UNIT offering:
1 UNIT = 2 shares + 2 warrants
Price per UNIT:
DKK 9.16
The 2 warrants give you the right, but not the obligation, to buy Stenocare shares at a favorable price at a later point in time. One in December 2023 and the other in June 2024. The price of the new shares will be the market price at the time reduced by a 30% discount.
The warrants can also be traded, just like shares, meaning that you can both buy and sell warrants if you wish. You can then choose whether you want to keep the warrants and use them later to buy new shares at a discount or sell the warrants in the market.
Through the Unit model, Stenocare has the opportunity to raise additional capital for its growth, which gives Stenocare the ability to focus on its strategy and achieve our ambitious goals. All of this will of course create value for you as an investor. The Unit model has advantages for both Stenocare, and all shareholders. The issue is pre-secured with subscription and guaranties covering 86.5% of the offer on beforehand.
Stenocare Unit share Issue offer
If you want to subscribe for UNITs without Unit Rights:
WHAT
Questions & Answers
It is a special package offer – called a UNIT – and each UNIT contains 2 new shares + 2 warrants.
Price: 1 UNIT costs 9.16 DKK. This is calculated as a 45% discount on the volume-weighted average price for the 10 days before the announcement date, which is 4.58 DKK, and since a UNIT contains 2 shares, it is a price of 9.16 DKK.
The two warrants give you the opportunity to subscribe to shares at a future time at a favorable price.
The first warrant, also known as TO1, gives you the option, for each individual TO1, to buy a new share at a 30% discount in December 2023. The second warrant, also known as TO2, gives you the option to subscribe for one new share with a 30% discount in June 2024.
WHO
Questions & Answers
Everyone is invited to participate.
Existing shareholders will have priority to utilize their Unit-rights (ref. below) and can top up with subscription without rights.
To receive Unit Rights, non-shareholders can purchase shares before the Record Date and/or fill in a subscription form for subscription without rights.
Both shareholders and non-shareholders can buy (more) UNITs in the market and use these rights to make further subscription with Unit Rights or subscribe for (more) UNITs without Rights.
The Unit Rights Issue is open to both existing shareholders and non-existing shareholders.
Existing shareholders will for every 1 share held at the Record Date 23 May 2023 receive 1 Unit Right. It takes 10 Unit Rights to subscribe for 1 UNIT. Each UNIT consists of 2 new shares, 1 warrant of series TO1 and 1 warrant of series TO2. Existing shareholders also have the option to subscribe for additional Unit Rights.
If you are not currently a shareholder, you have until May 17, 2023, to purchase shares that will grant you the same rights as existing shareholders. Alternatively, you can buy Unit Rights from May 22, 2023, through June 6, 2023, and thereafter subscribe to the rights you have bought following the instructions from your bank. You can also subscribe to UNITs WITHOUT the support from Unit Rights from May 24, 2023, through June 8, 2023. To do this, you need to fill out a subscription form with your personal information and the number of UNITs you wish to request. Once you have filled out the form, you must send it to your bank for processing. For the Subscription Form without rights, CLICK HERE.
Or you can subscribe electronically if you are a client of Nordnet.
Firstly, all existing shareholders will receive their Unit Rights. Meaning that if you are a shareholder on the record date, 23 May you will receive Unit Rights, and thereby the option to subscribe for UNITs. Every 10 shares held on record date guarantees you to buy 1 UNIT containing 2 new shares and 2 warrants, for a total price of 9.16 DKK. Any unused Unit Rights will then be allocated between anyone who have subscribed for UNITs without rights.
Any subscriber for UNITs based on rights will be sure to receive allocation. This includes existing shareholders using their rights as well as anyone that has made a separate purchase of Unit Rights. In general, Stenocare will use following principles for allocation:
1st allotment: All subscription with rights
2nd allotment: All subscription without rights
3rd allotment: Guarantors
4th allotment: Conversion of debt
Yes, if you subscribe with Unit Rights, otherwise not.
Existing shareholders, or those who become shareholders before the Record Date of 23 May 2023, will be guaranteed their proportional amount of Unit Rights.
Non-existing shareholders on and beyond the Record Date, can either buy Unit Rights with the following ISIN code DK0062493458 in the trading period from 22 May 2023 to 6 June 2023 or request for any remaining Unit Rights using the subscription form and sending it to own bank.
Explanation of Unit Rights: Existing Stenocare shareholders will automatically receive rights. For every 1 share owned on May 23, the shareholder will receive 1 Unit Rights. 10 Unit Rights gives the guarantee to subscribe for 1 UNIT. 1 UNIT consists of 2 new shares, 1 warrant TO1 and 1 warrant TO2.
HOW
Questions & Answers
UNITs can be subscribed for through your bank.
Instructions for existing shareholders: You will receive a message about your receipt of Unit Rights from the financial institution where you hold your shares. You then have two options.
Option A: If you are interested in utilizing your Unit Rights, you can subscribe to UNITs in the period from May 24, 2023, to June 8, 2023. You also have the opportunity to purchase more Unit Rights in the market.
Option B: If you are not interested in exercising your Unit Rights, you can sell your Unit Rights in the market.
If you are not currently a shareholder, you have until May 17, 2023, to purchase shares that will grant you the same rights as existing shareholders. Alternatively, you can buy Unit Rights from May 22, 2023, through June 6, 2023, and thereafter subscribe to the rights you have bought following the instructions from your bank.
You can also subscribe to UNITs WITHOUT the support from Unit Rights from May 24, 2023, through June 8, 2023. To do this, you need to fill out a subscription form with your personal information and the number of UNITs you wish to request. Once you have filled out the form, you must send it to your bank for processing. For the Subscription Form without rights, CLICK HERE.
Or you can subscribe electronically if you are a client of Nordnet.
A UNIT is a bundle of several shares and several warrants. The warrant(s) in the UNIT is free-of-charge and allows you to buy additional shares at a future favorable price.
In the case of Stenocare’s UNIT Rights Issue, the ratio is that every UNIT consists of 2 shares, 1 warrant of series TO1 and 1 warrant of series TO2.
1 UNIT = 2 new shares + Warrant (TO1) + Warrant (TO2).
In order to receive the free-of-charge warrants you must buy the UNITs and with that the shares offered in the UNIT.
The price of this package (1 UNIT) is 9.16 DKK. This is calculated as a 45% discount on the volume-weighted average price for the 10 days before the announcement date, which is 4.58 DKK, and since a UNIT contains 2 shares, it is a price of 9.16 DKK.
For further information about the warrants, please see the answer to the Q&A question “HOW DO I GET THE TWO WARRANTS AND WHAT CAN I USE THEM FOR”
You need to contact your bank or use Nordnet to subscribe for the UNIT offer.
All shareholders can subscribe for the number of UNITs that follows from their shareholding. Shareholders and non-shareholders can buy more shares with rights until 17 May 2023. Thereafter, and starting from 22 May to June 6, 2023 you can buy (more) Unit rights to secure a right to buy more UNITs/shares
New investors and others wanting to participate in the open subscription without rights must complete the Subscription Form and send it to their own bank. For the subscription form without rights, CLICK HERE.
Or you can subscribe electronically if you are a client of Nordnet.
The UNIT Rights Issue offer includes two warrants for every UNIT (i.e. for each two shares bought). The warrants are automatically allocated and can be traded in your bank from June 20, just like new shares, meaning that you can both buy and sell warrants if you wish. You can choose whether you want to keep the warrants and use them later to buy new shares at a discount or sell the warrants in the market.
The first warrant (TO1) allows you to purchase one new share with a 30% discount on the market price in December 2023, while the second warrant (TO2) allows you to purchase another new share with a 30% discount on the market price in June 2024.
When you have decided to purchase UNITs, then you need to use your on-line bank or contact your bank and ask them to help with the transaction.
If you are a shareholder already, your bank will ask you if you want to buy the UNITs that correspond to your shareholding. You can then choose to say yes to buy the UNITs that your shareholding corresponds to and you can choose to reserve (subscribe) for more. You can also decide to sell the rights if you do not want to use them.
If you are not (yet) a shareholder you can buy shares with rights in the market until 17 May or you can buy rights in the market from 22 May to June 6, 2023 if you want to be sure to buy UNITs. Alternatively, you can take a chance and subscribe without rights by using the Subscription Form CLICK HERE or by subscribing electronically through Nordnet.
WHEN
Questions & Answers
Existing shareholders who have shares in Stenocare as of May 23rd (Record date) will receive 1 Unit Right for every 1 share. It will take 10 Unit Rights to receive a UNIT.
Unit Rights can be traded from 22 May 2023 to 6 June 2023.
The Unit Rights are used to subscribe to UNITs in the period from May 24, 2023, to June 8, 2023.
Step 1: May 24 – June 8: Subscribe (buy) UNITs.
Step 2: December 2023: Exercise of Warrant T01.
Step 3: June 2024: Exercise of Warrant T02.
First of all, to be sure to buy the UNIT you need Unit Rights to cover for your purchase. The trading period of Unit Rights starts May 22 and lasts until June 6. The subscription period for UNITs starts on May 24 and ends on June 8. Existing shareholders will receive a message from their bank with instructions about how to subscribe. Please check with your bank if you don’t receive such a message. Alternatively, you can take a chance and subscribe without Unit Rights by using the Subscription Form CLICK HERE.
You can also subscribe electronically through Nordnet.
First of all, you can be sure to get full allocation for all UNITs that are subscribed for with Unit Rights. UNITs that are subscribed for without Unit Rights may or may not lead to allocation, depending upon the subscription percentage in the Issue. On June 12 the bank will inform you about the UNIT allocation for you.
Stenocare Breaking New Ground
Information about the offering
Price per UNIT:
9.16 DKK
This is calculated as a 45% discount on the volume-weighted average price for the 10 days before the announcement date, which is 4.58 DKK, and since a UNIT contains 2 shares, it is a price of 9.16 DKK.
Pre-emptive rights (1:10):
All existing Shareholders on the Record Date of 23 May will for every 1 share receive 1 Unit Right.
10 Unit Rights gives the right to subscribe for 1 UNIT.
UNIT:
One UNIT consists of two new shares in the Initial Rights Issue and 1 warrant (TO1) and 1 (TO2).
TO1 (first warrant):
Will be exercised in December 2023 at 70% of market price (=30% discount) with a minimum of 3.21 DKK and a maximum of 6.70 DKK.
TO2 (second warrant):
Will be exercised in June 2024 at 70% of market (=30% discount) with a minimum of 3.21 DKK and a maximum of 9.62 DKK.
Pre-subscription:
The pre-subscription is DKK 3.2 mDKK (30%) of the Rights Issue.
Guarantees:
The Rights Issue is guaranteed from 30% to 86.5%.
Proceeds at full cash subscription:
29.7 mDKK gross and 25.7 mDKK net after cost. This consists of three transactions: Rights Issue: gross 10.7 mDKK (May2023) + TO1: gross 7.8 mDKK (Dec2023) + TO2: gross 11.2 mDKK (May 2024)
Dilution:
At full subscription in all three transactions, 4,670,450 new shares will be issued, equaling a max dilution of 29%
Allocation:
1st allotment: All subscription with rights
2nd allotment: All subscription without rights
3rd allotment: Guarantors
4th allotment: Conversion of debt
ISIN-codes:
UNIT: DK0062493375. Unit Rights: DK0062493458 (not to be traded, sole use to subscribe for new shares). Subscription Rights: TO1: DK0062493532. TO2: DK0062493615 (traded, no value if not used).
Trading of New Shares:
The New Shares will be traded on Nasdaq First North Growth Market Denmark.
The full announcement:
On May 15, 2023, the company announced the Unit Right Issue on the Nasdaq Growth Market. The press release is the officially approved text by the Nasdaq Growth Market, and the content on this website is created using information from the press release. In case of any doubts or misunderstandings regarding the Unit Right Issue, the press release serves as the master document.
To access the full press release announcement, please CLICK HERE.
Important: Subscription in general as well as subscription for and trading in Unit Rights is undertaken through your bank, in accordance with the subscription instructions given by the bank.
Important dates
Last day of trading shares
with Unit Rights
with Unit Rights
Wednesday May 17, 2023
First day of trading period
of Unit Rights
of Unit Rights
Monday May 22, 2023
Record date
Tuesday May 23, 2023
Subscription period starts
Wednesday May 24, 2023
Last day of trading period
of Unit Rights
of Unit Rights
Tuesday June 6, 2023
Subscription period ends
Thursday June 8, 2023
Announcement of result
Monday June 12, 2023
First day of trading new shares
as well as warrants (TO1 and TO2)
as well as warrants (TO1 and TO2)
Tuesday June 20, 2023
We are pleased to answer your questions
If you have any investor related questions regarding this Share Issue please use the form below.
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