Annexin Pharmaceuticals publishes prospectus in connection with forthcoming rights issue
NOT INTENDED FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG-KONG, JAPAN, CANADA, SINGAPORE, RUSSIA, SOUTH KOREA, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN ANNEXIN PHARMACEUTICALS AB IN ANY JURISDICTION. SEE THE SECTION “IMPORTANT INFORMATION” BELOW.
The Board of Directors of Annexin Pharmaceuticals AB (publ) ("Annexin" or the “Company") has prepared an EU Growth Prospectus (the "Prospectus") relating to the new share issue with preferential rights for the Company’s existing shareholders of approximately SEK 35.6 million before transaction costs (the “Rights Issue"), which was resolved by the Board of Directors on 24 October 2023, and approved by the Extraordinary General Meeting held on 24 November 2023. The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.
Summary of the Rights Issue
- Existing shareholders in the Company receives one (1) subscription right for each existing share in the Company held as of the record date on 28 November 2023. Ten (10) subscription rights entitle the holder to subscribe for eleven (11) new shares.
- The subscription price in the Rights Issue is SEK 0.20 per new share.
- The subscription period for the Rights Issue will run from and including 30 November 2023 up to and including 14 December 2023.
- Prior to the Rights Issue, the Company has received subscription commitments totaling approximately SEK 24.9 million, corresponding to approximately 69.9 percent of the Rights Issue. Furthermore, the Company has entered into guarantee commitments totaling approximately SEK 35.6 million, corresponding to approximately 30.1 percent of the Rights Issue. Therefore, through subscription commitments and guarantee commitments, the Rights issue is secured up to 100 percent. Subscription commitments and guarantee commitments are not secured by bank guarantees, escrow accounts, pledges, or similar arrangements.
The Prospectus has been prepared by the Board of Directors in connection with the forthcoming Rights Issue and has today, on 28 November 2023, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, as well as information about the Company, is available on the Company's, Hagberg & Aneborn Fondkommission AB's, and Redeye AB's respective websites (www.annexinpharma.com, www.hagberganeborn.se, www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se). Subscription forms will be available on the Company's, Hagberg & Aneborn Fondkommission AB's, and Redeye AB's respective websites.
Timetable for the Rights Issue
|28 November 2023
|Record date for participating in the Rights Issue
|30 November – 11 December 2023
|Trading in subscription rights
|30 November – 14 December 2023
|30 November 2023 – Until the Rights Issue is registered with the Swedish Companies Registration Office
|Trading in paid subscribed shares (Sw. “BTA”)
|Around 18 December 2023
|Estimated publication of the outcome in the Rights Issue
Redeye AB acts as financial advisor, and Cirio Advokatbyrå AB acts as legal advisor to Annexin Pharmaceuticals in connection with the Rights Issue.
For further information, please contact:
Anders Haegerstrand, CEO
Phone: +46 (0)70 575 50 37
The information was submitted for publication, through the agency of the contact persons set out above, on 28 November 2023 11:15 CET.
This document has been prepared in a Swedish and English version. In the event of any deviations, the Swedish version shall prevail.
About Annexin Pharmaceuticals AB (publ)
Annexin Pharmaceuticals AB is a leading biotechnology company in the Annexin A5 field for the treatment of various diseases. The company's biological drug candidate ANXV – a human recombinant protein, Annexin A5 – is primarily intended for treatment of patients with injuries and inflammation of the blood vessels, but also for cancer. The company has an extensive patent portfolio for the treatment of diseases with Annexin A5 and for production of Annexin A5.
The Company is based in Stockholm, Sweden and listed on Nasdaq First North Growth Market, under the ticker ANNX. Redeye is the company's Certified Adviser.
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed share, subscription rights or other securities in the Company. No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden. An invitation to eligible persons to subscribe for shares in the Company will only be made through the prospectus that the Company published today.
The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares or other securities in the USA. No shares, paid subscribed share, subscription rights or other securities issued by the Company (the “Securities”) 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, subscribed, used, pledged, sold, retailed, delivered or transferred, 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. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. In any EEA Member State, other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the Securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for 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 are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.