Not for publication, distribution, or release, directly or indirectly, in whole or in part, within or into the United Kingdom, USA, Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, South Africa or any other jurisdiction in which such publication, distribution or release may be contravening to any applicable laws or rules. Additional restrictions are applicable, please see “important information” in the end of this press release.
Today is the first day of the subscription period in Precise Biometrics AB (publ) ("Precise" or "Company") rights issue of ordinary shares (“Rights Issue”), which was resolved by the Board of Directors on 10 August 2022 with subsequent approval by the Extraordinary General Meeting held on 5 September 2022. Upon full subscription in the Rights Issue, Precise will receive approximately SEK 42.5 million before issue costs. The purpose of the Rights Issue is to ensure the continued and successful implementation of the Company's growth strategy.
Summary of the rights issue
- Each shareholder who on the record date, 8 September 2022, was registered in the Company’s share register will, in the Rights Issue, be entitled to one (1) subscription right for each share owned in the Company. The subscription right entitles the holder the right to subscribe for ordinary shares, whereby six (6) subscription rights entitle the holder to subscribe for one (1) new ordinary share.
- The Rights Issue comprises up to 6,599,399 ordinary shares.
- The subscription price in the Rights Issue is SEK 6.44.
- Egis Technology has undertaken to guarantee approximately a fourth of the Rights Issue free of charge. In addition, the Company has received subscription undertakings from all shareholding members of the Board of Directors and Management in Precise regarding their pro rata share of the Rights Issue as well as from the board director Peter Gullander, amounting to approximately 2.7 percent of the Rights Issue in total. The Rights Issue is thus guaranteed to approximately 27.7 percent.
- In connection with the Rights Issue, all shareholding members of the Board of Directors and Management in Precise have contractually committed to Vator Securities AB not to, with customary exceptions, sell shares or carry out other transactions with the equivalent effect of a sale without, in each individual case, first have obtained a written approval from Vator Securities AB. The lock-up period lasts from the day of the agreement until the day that falls 90 days after the end of the subscription period in the Rights Issue. Furthermore, Egis Technology has, through an investment agreement and with customary exceptions, committed to the Company not to, for a period of 24 months after the decision on the directed issue and the Rights Issue, sell the shares in the Company that Egis Technology receives through the directed issue, the Rights Issue and, where applicable, the over-allotment option without, in each individual case, having first obtained written approval from the Company
For full terms and conditions of the Rights Issue, please refer to the prospectus published by the Company on 6 September 2022.
Preliminary time plan for the Rights Issue
|12 september 2022 – 21 september 2022||Trading in subscription rights|
|12 september 2022 – 26 september 2022||Subscription period|
|12 september 2022 – until further notice||Trading in BTA ("Paid Subscribed Share") on Nasdaq Stockholm|
|28 september 2022||Publication of the outcome of the Rights Issue|
Prospectus and application forms
The prospectus, which includes the full terms and conditions of the Rights Issue, is available on the Company website, www.precisebiometrics.com, Vator Securities’ website, www.vatorsecurities.se, and the Financial Supervisory Authority’s prospectus register, https://fi.se/sv/vara-register/prospektregistret/.
Application forms are available on Precise’s and Vator Securities’ website.
Vator Securities AB acts as financial advisor and issuing agent to Precise Biometrics in connection with the share issues and Advokatfirman Lindahl KB is the Company’s legal advisor in connection with the Rights Issue.
For more information, please contact:
Patrick Höijer, CEO
This information was submitted for publication at 08:00 CEST on 12 September 2022.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.
Any offer of securities in the Company mentioned in this press release will be made through a prospectus or with an applicable exemption in accordance with the Prospectus Regulation. This press release is not a prospectus according to Regulation (EU) 2017/1129 and Directive 2003/71 / EC (together with relevant implementations and delegated regulations "Prospectus Regulation").
No securities described herein have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no securities may be offered or transferred (as defined in Regulation S under the Securities Act), directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No securities will be offered to the public in the United States.
In the United Kingdom, this release is only being distributed to persons who are "Qualified Investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons who falls within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this release may lawfully be communicated.
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 an applicable exemption in the Prospectus Regulation (EU) 2017/1129.