Ziccum announces outcome of rights issue
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Ziccum AB (publ) (“Ziccum” or the “Company”) announces that the Company's rights issue of units (the “Rights Issue”), in which the subscription period ended on 10 December 2024, has been completed. The final count shows that 6,449,634 units, corresponding to approximately 18.4 per cent of the Rights Issue, have been subscribed for with unit rights (including subscription undertakings). In addition, 1,074,942 units, corresponding to approximately 3.1 per cent of the Rights Issue, were subscribed for without unit rights. 6,051,001 units, corresponding to approximately 17.2 per cent of the Rights Issue, have been allocated to the parties that have provided guarantee undertakings. Thus, a total of 13,575,577 units, corresponding to approximately 38.7 per cent of the Rights Issue, have been subscribed for in the Rights Issue. Through the Rights Issue, Ziccum will receive SEK 11.7 million before deduction of issue costs.
Outcome of the Rights Issue
The Rights Issue comprised a maximum of 35,109,305 units. Each unit consisted of one (1) newly issued share and one (1) newly issued warrant of series TO 6 (together, a “Unit”). 6,449,634 Units, corresponding to approximately 18.4 per cent of the Rights Issue, have been subscribed for with unit rights (including subscription undertakings). In addition, 1,074,942 Units, corresponding to approximately 3.1 per cent of the Rights Issue, have been subscribed for without unit rights. 6,051,001 Units, corresponding to approximately 17.2 per cent of the Rights Issue, have been allocated to the parties who have provided guarantee undertakings. In total, 13,575,577 Units, corresponding to approximately 38.7 per cent of the Rights Issue, have thus been subscribed for in the Rights Issue. Through the Rights Issue, Ziccum will receive SEK 11.7 million before deduction of issue costs, which are estimated to amount to approximately SEK 3 million, provided that all guarantors choose to receive the compensation in cash.
“We can conclude that this capital raise has generated a lower contribution that we had hoped for. This is naturally a consequence of our current capital structure and the current market climate for our segment. We can however confirm the continued value generation in Ziccum, building the true company value based on the competitive advantages of our technology, and we are looking forward to bringing this exciting potential to realisation. With the highest possible intensity, we continue our efforts in regards to technical development of our platform and business development.”, comment Ann Gidner, CEO, and Jonas Ekblom, Chairman of the Board.
Notification regarding allocation
Allocation of Units has been made in accordance with the allocation principles described in the prospectus published in connection with the Rights Issue. Notification of allotment of Units subscribed for without unit rights will be made by sending a contract note to each subscriber. Allocated Units subscribed for without unit rights shall be paid in accordance with the instructions on the contract note.
Trading in BTU
Trading in BTU (Sw. betald tecknad unit) is currently taking place on Nasdaq First North Growth Market and will cease on 30 December 2024. BTUs will then be converted into shares and warrants of series TO 6.
Number of shares, share capital and dilution
Through the Rights Issue, the total number of shares in the Company will increase by 13,575,577 shares, from 15,958,775 shares to 29,534,352 shares, and the share capital will increase by SEK 2,262,596.166669, from SEK 2,659,795.833336 to SEK 4,922,392.000005, resulting in a dilution of approximately 46.0 per cent.
Through the Rights Issue, a total of 13,575,577 warrants of series TO 6 will be issued. If all these warrants are exercised for subscription of shares, the number of shares in Ziccum will increase by 13,575,577 shares and the share capital will increase by SEK 2,262,596.166669, resulting in an additional dilution of approximately 31.5 per cent.
Advisors
Vator Securities AB is acting as financial advisor and issuing agent and Fredersen Advokatbyrå AB is acting as legal advisor to Ziccum in connection with the Rights Issue.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in units, shares, warrants or other securities in Ziccum. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units, shares or warrants in Ziccum has only been made through the prospectus published by the Company on 20 November 2024. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on the Company's website. The Swedish Financial Supervisory Authority's approval of the prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. This press release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not need approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Ziccum. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in Ziccum in any jurisdiction, neither from Ziccum nor from anyone else.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.
The Company considers that it carries out protection-worthy activities under the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar) (the “FDI Act”). According to the FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the ISP). investor should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the participation in the Rights Issue by the individual investor.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or expectations regarding the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as ”believes”, ”expects”, ”anticipates”, ”intends”, ”estimates”, ”will”, ”may”, ”assumes”, ”should”, ”could” and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or applicable listing rules.