NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Ascelia Pharma AB (publ) (”Ascelia Pharma” or the ”Company”) (Nasdaq Stockholm: ACE), has today, in accordance with what was communicated in a press release on 10 July 2024 in connection with the Company’s announcement of a rights issue of units (the “Rights Issue”), and based on the authorization granted by the Extraordinary General Meeting on 14 August 2024, resolved on a directed issue of convertibles to Fenja Capital II A/S (“Fenja Capital”) for a total nominal amount of SEK 7.5 million. The consideration for the convertible issue is paid by offsetting the corresponding amount outstanding under the existing convertibles issued to Fenja Capital in February 2024.
In accordance with what was communicated in the Company’s press release from 10 July 2024, the Company has, in connection with the Rights Issue, renegotiated the outstanding loan and convertibles from Fenja Capital, which were originally raised in February 2024. As previously communicated, the Company has utilized SEK 7.5 million of the issue proceeds from the Rights Issue for repayment of part of the outstanding amount under the convertibles issued in February 2024. In addition to the repayment of SEK 7.5 million, the Company and Fenja Capital have, as previously communicated, agreed that the remaining nominal amount of SEK 7.5 million which is still outstanding under the convertibles shall be converted into new convertibles.
Therefore, the Board of Directors of the Company has today, based on the authorization granted by the Extraordinary General Meeting held on 14 August 2024, resolved on a directed issue of convertibles to Fenja Capital. The total nominal amount of the new convertibles amounts to SEK 7.5 million. Fenja Capital has the right to request conversion of the new convertibles into ordinary shares at a conversion price of SEK 3.38 per share, which corresponds to 200 per cent of the subscription price per share in the Rights Issue. Conversion may be requested as from the date of registration of the new convertibles with the Swedish Companies Registration Office up to and including 31 December 2025 and each request for conversion must relate to an amount of at least SEK 2 million. Payment for the new convertibles will be made by offsetting against existing convertibles.
The new convertibles carry an annual interest rate of STIBOR 3M (provided that this interest base cannot be lower than 3.00 per cent) plus 10.00 per cent, to be paid at the end of each calendar quarter. The new convertibles shall, if not previously converted, be repaid no later than 31 December 2025. The Company has the right to repay the new convertibles in advance at any time without additional costs, but if the Company requests to repay in advance, Fenja Capital has the right to request conversion of the requested repayment amount instead.
The reasons for the deviation from the shareholders’ preferential right is that the issue is made due to the renegotiation of the existing loan agreement and outstanding convertibles between the Company and Fenja Capital that the parties agreed on in connection with the Rights Issue and which was announced on 10 July 2024. According to the new terms of the outstanding loan and convertibles, SEK 7.5 million of the outstanding amount under the convertibles has been repaid in cash and by set-off. The remaining nominal amount of SEK 7.5 million which is still outstanding under the convertibles shall be converted into new convertibles in the Company. The Board of Directors has carefully considered various possibilities to finance the repayment of SEK 7.5 million of the existing convertibles. In connection with this, the Board of Directors has, among other things, considered the possibility of financing the repayment of SEK 7.5 million by increasing the size of the Rights Issue, but has made the assessment that such a rights issue would probably not be fully subscribed or subscribed to a sufficient extent. In an overall assessment of the possibility of financing the repayment of SEK 7.5 million of the outstanding amount under the convertibles, the Board of Directors’ overall assessment is thus that the reasons for carrying out a directed set-off issue of convertibles outweigh the reasons that justify the main rule that issues shall be carried out with preferential rights for the shareholders and a directed set-off issue of convertibles is, in the opinion of the Board of Directors, the most advantageous alternative for the Company and the Company’s shareholders.
The subscription price for the new convertibles and the other terms and conditions have been determined through negotiations with Fenja Capital at arm’s length, in consultation with advisors and through analysis of several market factors, and are deemed by the Board of Directors to be in line with market conditions based on prevailing conditions on the capital market.
Advisors
ABG Sundal Collier is acting as financial advisor to the Company in connection with the Rights Issue. Setterwalls Advokatbyrå AB is acting as legal advisor to the Company in connection with the Rights Issue. Aqurat Fondkommission is the issuing agent in connection with the Rights Issue.
Important information
Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. 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, neither from the Company nor from anyone else.
This press release is not a prospectus for the purposes of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Convertibles. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation 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 US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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 does not constitute a recommendation concerning any investor’s decision regarding the Convertibles. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, 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 the fact that they contain 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. Even if 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, which are 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. Readers 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does 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.