Combigene resolves on a new issue of shares raising MSEK 32.5 covered to 80 percent by subscription and guarantee commitments
The Board of Directors in Combigene AB (“Combigene” or the “Company”), reg. no.
556403-3818, has today, the 18 February 2020, resolved on a new issue of shares of not more than MSEK 32.5 with pre-emption rights for the Company’s shareholders (the “Rights Issue”). The Rights Issue is carried out in accordance with the authorization to the Board of Directors from the Annual General Meeting in Combigene on 16 May 2019. Subscription and guarantee commitments amounting to MSEK 26, equal to 80 percent of the Rights Issue, have been obtained from external guarantors and the Company’s Board of Directors.
Terms for the Rights Issue
Two (2) shares owned on the record date gives the right to subscribe for one (1) unit. Each unit contains two (2) new shares, one (1) warrant of series TO1 and one (1) warrant of series TO2. The subscription price per unit is SEK 1.00, equal to SEK 0.50 per share. The warrants are issued for free. TO1 expires in August 2020, and TO2 expires in November 2020. The subscription price will be decided with regard to the volume weighted average price of the 10 trading days before exercise with a discount of 30 percent. However, the minimum subscription price to subscribe for shares with TO1 will be SEK 0.4 and the maximum will be 0.6. The minimum subscription price to subscribe for shares with TO2 will be SEK 0.5 and the maximum will be 0.7 per share
There are presently 65,053,647 shares outstanding in the Company. The Rights Issue entails not more than 32,526,823 units being issued with pre-emptive rights for the Company’s shareholders. This means that not more than 65,053,646 new shares and not more than 65,053,646 new warrants may be issued. Assuming full subscription of the Rights Issue, the Company will receive not more than MSEK 32.5 before issue costs, which are estimated to MSEK 3.7. Assuming that all warrants are used to subscribe for new shares, additionally not more than 65,053,646 shares will be issued and the Company will thus receive an additional amount of not more than MSEK 42.3.
The record date for the right to participate in the Rights Issue is 18 March 2020.
The last day of trading including unit rights is 16 March 2020. The first day of trading excluding unit rights is 17 March 2020.
The subscription period runs from 20 March – 3 April 2020. Trading with unit rights takes place between 20 March – 1 April 2020.
The prospectus regarding the Rights Issue with full terms is estimated to be published on
16 March 2020.
The Rights Issue contains an oversubscription option of not more than 4.95 million shares directed to the guarantors that may choose to set off a part against the agreed guarantee commission.
The Company’s main focus is to further advance the main project CG01, which focuses on focal epilepsy, on its path towards clinical trials. To pursue the project further this new issue of shares needs to be carried out.
Subscription and guarantee commitments
80 percent of the Rights Issue is covered by external guarantee commitments, partly including the subscription commitments by the Board of Directors.
Partner Fondkommission is the financial advisor in connection with the Rights Issue.
Comment by Jan Nilsson, CEO
“With this new issue of shares Combigene will receive resources to further conduct the epilepsy project CG01 with full force. The results from the animal trials show a very promising potential for all those epilepsy patients that do not have any medical treatment alternatives. The market potential for our chosen indication is SEK 4-10 billion per year even with careful assumptions. We welcome shareholders to take part of this exciting journey.
CombiGene’s vision is to provide patients affected by severe life-altering diseases with the prospect of a better life through novel gene therapies. CombiGene’s business concept is to develop effective gene therapies for severe life-altering diseases where adequate treatment is currently lacking. Development assets are sourced from an external research network and developed to achieve clinical proof of concept. Drug candidates for common diseases will be co-developed and commercialized through strategic partnerships, while the company may manage this process on its own for drugs targeting niched patient populations. The company is public and listed on the Swedish marketplace Nasdaq First North Growth Market and the company’s Certified Advisor is FNCA Sweden AB, +46 (0)852 80 03 99 firstname.lastname@example.org.