Announcement of
Rights Issue
Rights Issue
December 18, 2024
INVEST IN STENOCARE
Stenocare raises capital for its international growth strategy
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Invest in the medical cannabis industry
As an Existing or New Investor in Stenocare
In a world where innovation and sustainable investments are at the forefront, medical cannabis offers a unique opportunity for both investors and those seeking relief from serious health challenges. At Stenocare, we are proud to be pioneers in the medical cannabis industry, and we invite both existing and new investors to become part of our exciting growth journey.
Large market opportunity
The medical cannabis industry is a young and exciting new business opportunity in Europe, with Stenocare being one of the pioneers in Denmark and Europe. The industry is projected to grow from 550 million Euro in 2023 to 2.2 billion in 2027.
Industry analysts like Prohibition Partners are optimistic with the growth potential: The German market is expected a growth of 275%, reaching Euro 1 billion in 2027, and the Australian market is expected a growth of 250%, reaching AUS$ 3 billion in 2028.
Stenocare has products approved for sales in these markets and a proven logistical distribution setup to reach nationwide pharmacies.
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.
Improving quality of life for patients
Medical cannabis has been shown to have effect in the treatment of a range of diseases and conditions, including chronic pain, insomnia, and serious neurological disorders like MS and epilepsy. For many people battling these conditions, medical cannabis can be a life-changing treatment that offers better quality of life and an alternative approach to pain management.
As an investor, you have the opportunity to be part of something bigger. Your investment makes a difference for people suffering from severe health challenges by offering them new treatment options and improved quality of life.
A Growth Journey with Stenocare
The medical cannabis industry is on a growth trajectory, and as one of the leading players in Denmark, Stenocare has the potential to generate growth for both our patients and our investors in the years to come.
The STENOCARE 3.0 strategy marks a new phase for the Company, aiming to establish it as a leading international trading company for medical cannabis products. All resources and investments will focus on growing sales across the target markets. Stenocare will have a very lean trading organisation and a slim cost structure to compete and win market share. The foundation is based on the strategic assets, that Stenocare has built since 2017 and that have successfully enabled the Company to establish a logistical setup and distribution network reaching pharmacies in 6 countries. Stenocare has a strong portfolio of prescription-based medical cannabis products approved for sales.
Stenocare has recently launched a new, innovative, and patented product called ASTRUM 10-10, which has the potential to revolutionise the medical cannabis industry. The ASTRUM products are based on advanced oil technology, which, in pharmacokinetic (PK) studies with dogs, has demonstrated significant benefits, including a substantial improvement in uptake in the blood, more consistent uptake, and a faster time to achieve maximum effect. Stenocare holds exclusive worldwide rights to use this technology within medical cannabis. ASTRUM 10-10 has been approved for sale in Germany, Australia, and Norway.
Become Part of the Growth
At Stenocare, we believe in the power of both innovation and human values. We are committed to shaping the future of medical cannabis, and we are looking for investors who are just as passionate about making a positive impact as we are. By investing in Stenocare, you are not only part of an economic growth opportunity, but you also help change the lives of people who need pain relief and treatment.
Invest in the medical cannabis industry
Invest in Stenocare
CEO Thomas skovlund Schnegelsberg
Introduction to the new STENOCARE 3.0 Strategy
CCO Rolf Steno
Market Opportunity in Germany and Australia
CCO Rolf Steno
Market Opportunity in the Nordic countries
CEO Thomas skovlund Schnegelsberg
ASTRUM – Stenocare’s new and innovative product
CEO Thomas skovlund Schnegelsberg
The Medical Cannabis Industry is Evolving
CFO Peter Bugge Johansen
How to purchase the discounted new shares
CFO Peter Bugge Johansen
How Stenocare will use the capital from the Rights Issue
Proinvestor interview with CEO Thomas Skovlund Schnegelsberg and CCO Rolf Steno
Stenocare 3.0 Strategy Unveiled: Proinvestor Interview | Dec 2024 | English Subtitles
Source: Analyst Group AB
Our Offer to you
Invitation to join our Rights Issue on Nasdaq First North
Subscription period: 07 January to 20 January 2025.
With the Rights Issue model you subscribe for an offer with DKK 0.50 per new share.
1 subscription = 1 new share
Price per new share: DKK 0.50
It is important to read the official press release for details before subscribing to this offer.
IMPORTANT into for Nordnet customers:
Nordnet has different deadlines for subscription:
Subscription with received subscription rights: January 13, 2025
Subscription with additional purchased subscription rights: January 16, 2025
Subscription without subscription rights: January 16, 2025
This offering is a Rights Issue. All investors are invited to subscribe (ie. purchase) the new shares. Existing shareholders in Stenocare will receive subscriptions rights that act as their guarantees for purchasing the shares at DKK 0.50 each.
Existing Stenocare shareholders will receive 2 subscription rights for every 1 Stenocare share they own on January 6, 2025. One subscription right is used to purchase one new share. There is no obligation to use these subscription rights, and owners can sell rights that they do not plan to use.
New investors in Stenocare are also invited to benefit from the Rights Issue offering. They have three options for subscribing (buying) to the new shares:
- Use the online subscription form available from their bank.
- Download the printable subscription form from the Stenocare investor page (below) and forward it to their bank.
- Purchase subscription rights and use these rights to subscribe to the new shares via their bank.
If you want to subscribe for new shares at DKK 0.50 each
without Subscriptions Rights – then either use this Subscription Form or the online Subscription Form in your bank:
WHAT
Questions & Answers
The Rights Issue is a time limited offering for all investors.
Stenocare is offering new shares at a discounted price during the subscription period.
Price: One new share at DKK 0.50 each
The offer is conditioned upon a minimum of 18,191,248 new shares being subscribed for. The rationale is to ensure that Stenocare is provided with sufficient capital, to ensure cash runway for the STENOCARE 3.0 strategy in 2025 and 2026.
The offer is only available via subscription during January 07-20, 2025
This discounted price of DKK 0.50 per new share is only available for owners that use their subscription rights or investors that submit the Subscription Form to their bank
The Board of Directors has decided this Right Issue is conditioned upon a minimum of 18,191,248 new shares being subscribed for. In the event that the required number of new shares is not subscribed, investors will be refunded their subscription amount less any transaction costs and potential losses incurred from purchased Subscription Rights. The rationale is to ensure that Stenocare is provided with sufficient capital, to ensure cash runway for the STENOCARE 3.0 strategy in 2025 and 2026. In the event that the minimum offer has not been met, the Company will not have reached its minimum capital need and must therefore strategize their financing strategies, where a shorter runway and other financing models must be taken into consideration. Read more about this in the financial risks in the press release of December 18, 2025
WHO
Questions & Answers
Everyone is invited to participate.
Existing shareholders will have priority to utilize their Subscription Rights and can also top up via subscription without subscription rights – by using the Subscription Form.
New investors also have the opportunity to subscribe (ie. purchase) for the new shares at the discounted price of DKK 0.50 each. They must either use an online subscription form in their bank or use the printable Subscription Form (link) and send it to their bank.
Both shareholders and new investors can buy (more) Subscription Rights in the market and use these rights to purchase new shares at DKK 0.50 each – with the guarantee to receiving the new shares.
The Rights Issue is open to both existing shareholders and non-existing shareholders.
Existing shareholders will for every 1 share held at the Record Date 06 January 2025 receive 2 Subscription Rights.
Existing shareholders also have the option to purchase additional Subscription Rights that will enable them to purchase additional shares at DKK 0.50 each with a guarantee. However, it is also an alternative option to subscribe for additional shares without a guarantee by using an online Subscription Form in the bank or the printable subscription form on this page.
If you are not currently a shareholder (ie. new investor), you have until 02 January 2025 to purchase Stenocare shares at market price that will grant you the same rights as existing shareholders. Alternatively, you can buy Subscription Rights from 03 January 2025, through to 16 January 2025, and thereafter subscribe to the rights you have bought following the instructions from your bank.
For new investors there is also an alternative option to subscribe for additional shares without a guarantee by using an online Subscription Form in the bank or the printable subscription form on this page.
This offer is a Rights Issue, that gives existing shareholders priority to purchase the new shares.
For each Stenocare share owned on January 06, 2025 – they will receive 2 subscription rights that can be used to purchase the new shares at DKK 0.50 each. For every 1 subscription right owned, the shareholder is guaranteed to purchase 1 new share at DKK 0.50
When they use their subscription rights, they are guaranteed the number of new shares equal to the number of subscription rights they have (and use for purchasing new shares).
Existing shareholders can also subscribe for additional new shares at DKK 0.50 each if they use the online subscription form in their bank or the printable Subscription Form (link)
Yes, if you subscribe (ie. purchase) with Subscription Rights, otherwise not.
However, if the Right Issue offering is not fully subscribed at 100% of all new shares – then all investors/subscribers are guaranteed the number of new shares they requested.
Existing shareholders on the Record Date of January 06, 2025, and those who purchase subscription rights between January 03 and 16 will be guaranteed their amount of new shares – equal to their number of subscription right.
If the Right Issue is subscribed above 100%, then the following allotment principle will be used:
- Subscription with support of Subscription Rights
- Subscription for remaining shares without support of Subscription Rights and compensation free guarantees
In the event of oversubscription, the Board of Directors has decided that allocation will be on a pro-rata basis with the number of shares allocated to each participant rounded down to the nearest whole number of shares. This means that each investor will receive a proportionate share of the available allocation based on the size of their subscription relative to the total oversubscriptions received. Individual investors will be informed of their respective allocations through their respective banks.
HOW
Questions & Answers
New shares at DKK 0.50 each can be subscribed for through your bank during January 07-20, 2025
Instructions for existing shareholders:
You will receive a message about your receipt of Subscription Rights from your the financial institution (bank) where you hold your Stenocare shares. You then have two options.
Option A: If you are interested in utilizing your Subscription Rights to purchase new shares at DKK 0.50, you can subscribe to New shares in the period from January 07 to January 20, 2025 (check the deadline with your bank)
Option B: If you are not interested in exercising your Subscription Rights, you can sell your Rights in the market. You contact your bank and instruct them to sell your subscription rights before the deadline January 16, 2025
Instructions for new investors:
If you are not a Stenocare shareholder, you have three alternative options:
- You can subscribe (ie. purchase) the new shares at DKK 0.50 each via the online subscription form in your bank.
- You can subscribe (ie. purchase) the new shares at DKK 0.50 each via the printable subscription form on the Stenocare investor page (link) and send it to your bank.
- You can buy subscription Rights during January 03-16, 2025 and thereafter subscribe to the new shares via your bank before January 20, 2025.
Both Stenocare shareholders and new investors can subscribe for more new shares at DKK 0.50
To do this, you need to fill out the online subscription form in your bank or use the printable subscription form on the Stenocare investor page. Once you have filled out the form, you must send it to your bank for processing. The printable Subscription Form can be found here: link
You need to contact your bank to subscribe for the new share offer of DKK 0.50 each.
The offer is a Rights Issue that prioritise existing Stenocare shareholders. All Stenocare shareholders on the Record Date January 06, 2025 can subscribe for the number of new shares that follows from their subscription rights. They will receive 2 rights for every 1 Stenocare share owned January 06.
Shareholders and new investors can buy more subscription rights until January 16, 2025 – and then use these rights to subscribe (purchase) the new shares at DKK 0.50 each.
Using Subscription rights is the only option to be guaranteed the new shares if the offer is subscribed above 100%.
New investors and others wanting to participate in the open subscription without using subscription rights must complete the online Subscription Form in their bank or use the printable Subscription Form on the Stenocare investor page and send it to their own bank.
For the printable subscription form without subscription rights, CLICK HERE
When you have decided to purchase new shares at DKK 0.50 each, then you need to use your on-line bank or contact your bank and ask them to help with the transaction.
The correct technical term is “subscribing for the new shares” – which can also be seen as “purchasing the new shares”. The reason for the technical term is that you are submitting a request to purchase the new shares, but the purchasing transaction is not final until January 20, 2025 – where the bank has the complete overview of purchasing requests from all banks. At this point the “subscription” request becomes a “purchasing” transaction.
If you are a Stenocare shareholder already, your bank will ask you if you want to buy the new shares that correspond to your shareholding. You can then choose to say yes to buy the new share that your shareholding corresponds to. You can also choose to reserve (subscribe) for more new shares. You can also decide to sell the subscription rights if you do not want to use them.
If you are not a Stenocare shareholder (new investor) you can buy subscription rights in the market before January 16, 2025 if you want to be guaranteed to buy the new share. Alternatively, you can subscribe without rights by using the online Subscription Form in your bank or the printable Subscription Form (link)
A “Subscription Right” gives the owner a guarantee for purchasing the new shares at the discounted price of DKK 0.50.
This guarantee is valuable if the Rights Issue is oversubscribed due to high demand from investors. In this situation, owners of Subscription Rights will be prioritized when allocating the new shares.
Subscription Rights can be used to purchase (ie. subscribe) new shares at DKK 0.50 with guarantee.
Subscription Rights that are not used for purchasing (ie subscribing) before January 20, 2025 will become void. After this deadline they cannot be traded or used for other purposes.
If you are not planning to use your Subscription Rights for the offer of DKK 0.50 – then the deadline to sell the subscription rights is January 16, 2025.
WHEN
Questions & Answers
The key dates to subscribe for the new shares at DKK 0.50 each are:
07 January, 2025: First day of subscription
20 January, 2025: Last day of subscription
Please notice that some banks might have a different deadline than January 20. Please check with your bank.
IMPORTANT info for Nordnet customers:
Nordnet has different deadlines for subscription:
- Subscription with received subscription rights: January 13, 2025
- Subscription with additional purchased subscription rights: January 16, 2025
- Subscription without subscription rights: January 16, 2025
Detailed timeline:
2 January 2025: Last day of trading including the right to receive Subscription Rights
3 January 2025: First day of trading without the right to receive Subscription Rights
3 January 2025: First day of trading period of Subscription Rights
6 January 2025: Record date for shareholders
7 January 2025: First day of subscription period
16 January 2025: Last day of trading period to buy/sell Subscription Rights
20 January 2025: Last day of subscription period to subscribe (ie. purchase) the new shares
22 January 2025: Announcement of result of Rights Issue
24 January 2025: Expected registration of the capital increase at Danish Business Authority
28 January 2025: First day of trading New Shares
The English text in the Press Release (Dec 18, 2024) is the official information and details for the offer.
In case of doubt, the Press Release is the master version.
It is advised, that shareholders and investors read this document
before subscribing for new share and/or trade with Subscription Rights.
Information about the offering
Price per new share:
0.50 DKK
Pre-emptive rights (1:2):
All existing Shareholders on the Record Date of January 06 will for every 1 share they own receive 2 subscription Rights.
1 subscription Right gives the right to subscribe for 1 new share.
Pre-commitment:
DKK 1.5 million
Conditional Right Issue:
Minimum 18,191,248 new shares (approx 45%)
Proceeds at full cash subscription:
Upon full subscription of the Rights Issue Stenocare will be provided with approximately 20.2 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs, at full subscription, are estimated at approximately 1.7 mDKK resulting in net proceeds of approximately 18.5 mDKK.
Proceeds at 45% minimum from the Right Issue:
Upon subscription and completion at conditional subscription, being 18,191,248 new shares, corresponding to a subscription rate of approximately 45 percent, Stenocare will be provided with approximately 9.1 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs, at the conditioned subscription rate, are estimated at approximately 0.9 mDKK resulting in net proceeds of approximately 8.2 mDKK.
Dilution:
At the assumption of a fully subscribed Rights Issue, the number of shares in the Company will increase by a maximum of 40,424,994 New Shares, from 20,212,497 shares to 60,637,491 shares. This means that existing shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution corresponding to approximately 67 percent. At the assumption of the minimum subscription, the number of shares in the Company will increase by 18,191,248 new shares, from 20,212,497 shares to 38,403,745 shares, corresponding to a dilution of approximately 47 percent.
Allocation of new shares:
1st allotment: All subscription with rights
2nd allotment: All subscription without rights and compensation free guarantees
In the event of oversubscription, the Board of Directors has decided that allocation will be on a pro-rata basis with the number of shares allocated to each participant rounded down to the nearest whole number of shares. This means that each investor will receive a proportionate share of the available allocation based on the size of their subscription relative to the total over-subscriptions received. Individual investors will be informed of their respective allocations through their respective banks.
ISIN-codes:
New shares (temporary): DK0063518162
Subscription Rights: DK0063518246
Trading of New Shares:
The New Shares will be traded on Nasdaq First North Growth Market Denmark.
Geographical limitations of the offer:
Not for release, distribution or publication, directly or indirectly, in or into, the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or other jurisdiction in which the release, distribution or publication would be unlawful or require registration or other measures that those required by Danish law.
The full announcement:
On December 18, 2025, the company announced the Conditional Rights 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 Rights Issue, the press release serves as the master document. The press release has more details about the Rights Issue and it is important to read these when deciding to participate.
To access the full press release announcement, please Click Here (link)
Important: Subscription in general as well as subscription for and trading in subscription Rights is undertaken through your bank, in accordance with the subscription instructions given by the bank.
Important dates
Last day of trading including the
right to receive Subscription Rights
right to receive Subscription Rights
January 02, 2025
First day of trading without the
right to receive Subscription Rights
right to receive Subscription Rights
January 03, 2025
First day of the trading period for the
buying/selling of Subscription Rights
buying/selling of Subscription Rights
January 03, 2025
Record date for shareholders
January 06, 2025
First day of the subscription
period for new shares
period for new shares
January 07, 2025
Last day of the trading period for
the buying/selling of Subscription Rights
the buying/selling of Subscription Rights
January 16, 2025
Last day of the subscription period
January 20, 2025
Announcement of the
result of Rights Issue
result of Rights Issue
January 22, 2025
Expected registration of the
capital increase at Danish
Business Authority
capital increase at Danish
Business Authority
January 24, 2025
First day of trading of new shares
January 28, 2025
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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