Idogen AB (publ) announces rights issue of SEK 29 million
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Idogen AB (publ) announces rights issue of SEK 29 million
The Board of Directors of Idogen AB (publ) ("Idogen" or the "Company") has today, on January 28, 2020, subject to approval by the Extraordinary General Meeting, resolved to carry out a share issue of approximately SEK 29 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue is carried out to finance the remaining preclinical preparations before clinical trials are initiated in 2021. The Rights Issue is subject to approval by the Extraordinary General Meeting on February 17, 2020. Notice of the Extraordinary General Meeting will be published through a separate press release.
Background and reason in summary
Idogen is a Swedish biotechnology company that develops tolerogenic cell therapies with the aim of treating unwanted activation of the immune system. The term "tolerogenic" comes from the fact that, after treatment with Idogen's therapy, the immune system selectively tolerates a selected disease-causing or immune-activating antigen. The Company has three projects focusing on the treatment of patients with severe haemophilia (haemophilia A), organ rejection in connection with kidney transplantation and severe and rare autoimmune diseases.
In 2019, Idogen identified a new and more effective tolerance inducer, i.e. substance that acts on the cells to induce the desired effect, than the previous method based on zebularin. The new method is a combination of three different substances and has shown very good results in preclinical proof-of-concept studies.
With the new and improved method that replaces zebularin, the Company is now ready to proceed with its tolerogenic cell therapies into clinical trials. In addition, the Company estimates that the success of identifying new tolerance inducers will enable the remaining part of the Horizon 2020 funding to be paid according to plan, which would imply that the Company will receive an additional EUR 1.3 million in 2020 and 2021.
The Company is planning on initiating the clinical phase for the main project IDO 8 (haemophilia A) during the first half of 2021. Before clinical studies can be initiated for IDO 8, Idogen needs to complete the preclinical preparations, which the forthcoming Rights Issue intends to finance.
The net proceeds of around SEK 24 million is intended to be used according to the following order of priority:
- Upscaling of the production process for clinical trials, approximately SEK 9 million
- Preclinical evaluation studies, approximately SEK 6 million
- Strengthen the working capital in order to finance the current operations, approximately SEK 9 million
Terms and conditions for the Rights Issue
On January 28, 2020, the Board of Directors of Idogen resolved, subject to approval by the Extraordinary General Meeting, on a share issue of a maximum of 48,491,533 shares with preferential rights for the Company's existing shareholders. The subscription price amounts to SEK 0.60 per share, which implies that the Company will raise approximately SEK 29 million before issue costs from the Rights Issue. The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in the Company on the record date for the Rights Issue, whereby one (1) existing share in the Company entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share.
If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares; secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of shares; and, thirdly, to those who have provided underwriting commitments with regard to subscription of shares, in proportion to such underwriting commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
The record date with Euroclear Sweden AB for the right to participate in the Rights Issue is February 26, 2020. The subscription period will run during the period from and including March 2, 2020 to and including March 16, 2020. The last day of trading in the Idogen share including the right to participate in the Rights Issue is on February 24, 2020. Trading in subscription rights takes place on Spotlight Stock Market during the period from and including March 2, 2020 to and including March 12, 2020. Subscription rights that are not exercised for subscription of shares during the subscription period will become invalid and lose their value.
The Board of Directors' resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting on February 17, 2020. Notice of the Extraordinary General Meeting will be published through a separate press release.
Full terms and conditions for the Rights Issue and other information about the Company will be disclosed in the EU Growth Prospectus that will be published no later than the day before the subscription period starts.
Intentions to subscribe and underwriting commitments
In connection with the Rights Issue, members of the Board of Directors and senior management have declared their intention to subscribe for a total of SEK 635,000, corresponding to approximately 2 percent of the Rights Issue. In addition, the Company has entered into agreements with a number of external investors on underwriting commitments amounting to SEK 25 million, corresponding to approximately 86 percent of the Rights Issue. Cash commission is paid in accordance with the underwriting agreements of ten percent of the underwriting commitment, corresponding to a total of SEK 2.5 million. In total, the Rights Issue is covered by subscription intentions and underwriting commitments amounting to approximately SEK 25,5 million, corresponding to approximately 88 percent of the Rights Issue.
Preliminary time plan for the Rights Issue
February 17, 2020 Extraordinary General meeting
February 24, 2020 Last day of trading including the right to receive subscription rights
February 25, 2020 First day of trading excluding the right to receive subscription rights
February 26, 2020 Record date for participation in the Rights Issue
March 2 – 12, 2020 Trading in subscription rights on Spotlight Stock Market
March 2 – 16, 2020 Subscription period
Around March 18, 2020 Publication of the outcome in the Rights Issue
Change of share capital and number of shares and dilution
The Rights Issue implies, upon full subscription, that the share capital will increase by SEK 3,394,407.31 from SEK 3,394,407.31 to SEK 6,788,814.62 and the number of shares will increase by 48,491,533 shares from 48,491,533 to 96,983,066. The dilution for existing shareholder who choose not to participate in the Rights Issue will thus amount to 50 percent.
Erik Penser Bank AB is the financial advisor and Setterwalls Advokatbyrå AB is the legal advisor to Idogen in connection with the Rights Issue.
The CEO of Idogen, Anders Karlsson, will present the Company on the following occasions:
- February 13, 2020, BioSTOCK Live Stockholm – registration is made on Biostock’s website, www.biostock.se
- February 19, 2020, Börsveckans Småbolagsdag, Operaterassen, Stockholm at 11.45 – registration is made on Financial Hearing's website www.financialhearings.com
- March 3, 2020, Redeye Investor After Work, Malmö – registration is made on Redeye’s website, www.redeye.se
- March 4, 2020, Life Science Day in Gothenburg, Wallenberg’s conference center in connection to Sahlgrenska in Gothenburg
- March 5, 2020, Erik Penser Bank, Apelbergsgatan 27, Stockholm at 12.00 – registration is sent to [email protected]
- March 12, 2020, Redeye Investor After Work in Gothenburg, Scandic Rubinen at 18.00 – registration is made on Redeye’s website, www.redeye.se
More information about the investor meetings and how to register for participation will be published on Idogen's website.
For more information, please contact:
Anders Karlsson, CEO, Idogen AB
Phone: +46 70 918 00 10
Email: [email protected]
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Idogen. 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 shares in Idogen will only be made through the prospectus that Idogen estimates to publish no later than the day before the subscription period begins.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in Idogen have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area (“EEA”), no public offering of Securities is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
This information is such that Idogen AB is obligated to publish under the EU Market Abuse Regulation (MAR) and the Swedish Securities Market Act. The information was submitted for publication, through the agency of the contact persons set out above, on 28 January 2020.
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