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LUND,
Sweden, July 18, 2024 /PRNewswire/ -- The board
of Enzymatica AB (publ) ("Enzymatica" or the "Company") has
decided to carry out a rights issue of approximately SEK 130 million with preferential rights for
existing shareholders (the "Rights issue"). The Rights issue is
subject to approval from an extraordinary general meeting to be
held on August 6, 2024. The purpose
of the Rights issue is to secure working capital for the business
during the time that negotiations and new registrations take place
on existing and new markets, to conduct in-depth studies on
ColdZyme and to repay bridging loans. According to the terms of the
Rights issue, one (1) existing shares in Enzymatica entitles one
(1) subscription right. Five (5) subscription rights give the right
to subscribe for two (2) new shares at the price of SEK 1.90 per share. The Rights issue will be
secured to 90 percent through subscription obligations and
guarantee commitments.
Background and reasons
For the past three years, Enzymatica's management and board have
conducted structured and planned work to prepare the Company for
rapid international expansion. The production capacity in the own
facility in Iceland has quadrupled
and major investments have been made to strengthen the regulatory
and scientific documentation about the Company's patented barrier
technology and the product ColdZyme. After several important
advances in the first half of 2024, Enzymatica is better equipped
than in a long time for profitable, broad and rapid growth.
The corona pandemic had strong negative effects for the Company,
among other things through largely non-existent sales to
international partners since 2021. At the same time, the pandemic
meant changed consumer behavior that could be favorable for
Enzymatica in the long term. Among consumers today, there is a
significantly greater knowledge of viruses and a greater acceptance
of how important it is to be able to protect oneself against
airborne respiratory viruses. Enzymatica's ColdZyme mouth spray is
easy to use and easy to carry. During the pandemic, new and more
cost-effective testing methods for measuring viruses (PCR) were
developed, which has enabled new studies. The rapidly growing
scientific documentation about ColdZyme helps to make this personal
care product interesting and relevant to consumers worldwide.
The clinical study conducted by Professor Glen Davison at the University of Kent (UK)
continued in the spring of 2024 and in June additional study
results came. Interim data from the study show that ColdZyme can
shorten the course of a cold by up to five days. Already in the
past, the study has shown a significant reduction in the viral load
among the participants using ColdZyme. The study is double-blind,
randomized and placebo-controlled and is conducted on 160 elite
athletes who are required to take ColdZyme or a placebo when they
feel early cold symptoms. This means that the study provides
up-to-date real-life data that is as relevant to elite athletes as
it is to the general public. According to the University of Kent,
the final results from the study will be presented in August 2024.
The study results have received international attention and
Professor Davison has, among other things, presented his interim
results at the International Olympic Committee's conference on
sports-related injuries and illnesses, which has led to several
countries' Olympic squads using ColdZyme during the Olympics and
Paralympics in Paris 2024.
Enzymatica has also been contacted by several major international
players in consumer health, who are interested in collaborations
around the product.
Studies on ColdZyme are also underway at the Medical University
of Innsbruck (Austria). A research
group there has been able to show that ColdZyme is very effective
in cells infected with influenza virus. After only a few days of
treatment with ColdZyme, the previously infected cells look like
healthy cells again. The research groups in Kent and Innsbruck are
collaborating and planning, among other things, a joint scientific
article in the fall of 2024. Together with the MDR certification
(class III) of ColdZyme announced in March
2024, the studies in Kent and Innsbruck mean that the
registration of Enzymatica's mouth spray in new markets can go
easier and faster.
In the USA, an expert panel at
the FDA has concluded that there is a lack of sufficient scientific
documentation for the ingredient phenylephrine in products against
colds that are taken orally. One possible outcome of this
announcement is that phenylephrine is banned in oral products on
the American market. If this happens, it could mean great
commercial opportunities for Enzymatica, when large consumer
healthcare manufacturers need to find a replacement for hundreds of
cold products.
At the same time, the Swedish government has given the Swedish
Agency for Health Technology Assessment and Assessment of Social
Services (SBU) the task of evaluating the scientific basis for
products against the common cold. ColdZyme's good scientific
documentation and the MDR certification can also mean great
commercial opportunities here because ColdZyme is scientifically
well documented.
In the fall of 2023, Enzymatica notified its two largest
partners, STADA and Sanofi, that they were not allowed to retain
their exclusive sales rights in their respective markets. This is
because the order intake from both companies has been very low for
several years. The decision opens up opportunities for Enzymatica
to bring in new partners for large and important cold markets, and
such discussions have taken place during the first half of 2024. No
agreements have yet been signed, but Enzymatica expects to work
with both existing and new partners in the future.
In discussions with potential partners, it has become clear that
some partners would have liked to see a partially different
contract model to the one that Enzymatica offers today. There are
profits to be made for all actors in the value chain if partners
also take responsibility for filling and packaging. Today, this is
done by a contract manufacturer led by Enzymatica. If filling and
packaging instead takes place locally in the larger markets, this
would provide better margins for Enzymatica as well as for
partners, and the shelf life of the final product towards the
consumer would be extended when long international transports of
finished products can be avoided.
During the first half of the year, Enzymatica's board and
management have therefore started an investigation into what such a
business model could look like, where Enzymatica can be both a
producer of the final product and a supplier of enzyme formulations
that are completed into final products locally.
The assessment is that Enzymatica's existing working capital is
not sufficient for the Company's current needs. As of June 30, 2024, the Company's cash and cash
equivalents amounted to approximately SEK
8.2 million. Considering assessed cash flows, it is assessed
that the existing working capital covers the Company's capital
needs up to and including September
2024 and that the business will result in a working capital
deficit of approximately SEK 75
million for the coming twelve-month period.
The strengthened scientific documentation about Enzymatica's
patented barrier technology, the increasing regulatory requirements
and a growing interest from international actors means that the
board considers it important to ensure the financial stability of
the business. Among other things, this facilitates negotiations
with potential partners, to ensure that agreements are signed based
on long-term development rather than against the background of
short-term financial needs.
Terms and conditions in brief
The terms of the Rights issue mean that five (5) existing shares
give the right to subscribe for two (2) new shares at the price of
SEK 1.90 per share. Approximately
56.6 percent of the Rights issue is covered by subscription
obligations from board members, management and a number of the
company's major shareholders. Furthermore, the company has entered
into guarantee commitments with a number of major shareholders of
approximately SEK 43,7 million,
corresponding to approximately 33,6 percent of the Rights issue. In
total, 90,27 percent of the issue is covered by subscription
obligations and guarantee commitments. In case of full
subscription, Enzymatica will receive approximately SEK 130 million before issue costs of
approximately SEK 5 million.
The share capital will therefore increase by a maximum of
approximately SEK 2,774,117.32 and
the number of shares by a maximum of 69,352,888 shares. The
subscription price is SEK 1.90 per
share. The dilution at full subscription amounts to approximately
28.6 percent.
The record date at Euroclear Sweden AB for participation in the
Rights issue is August 26, 2024.
The subscription period will run from and including August 28, 2024, up to and including September 11, 2024.
Subscription rights not exercised by that date will expire and
will lose their value. Trading in subscription rights is expected
to take place on Nasdaq First North Growth Market from and
including August 28, 2024, up to and
including September 6, 2024.
In the event that not all shares have been subscribed with the
support of subscription rights, the board must, within the
framework of the maximum amount of the Rights issue, decide on the
allocation of shares subscribed without the support of subscription
rights. Such shares shall primarily be allocated to those who also
subscribed for shares with the support of subscription rights,
regardless of whether they were shareholders on the record date or
not, pro rata in relation to the number of subscription rights that
each exercised for subscription. Alternatively, such shares must be
allocated to others, pro rata in relation to their reported
interest. To the extent that allocation according to above cannot
take place pro rata, allocation must be made by lottery. Any
remaining shares must be allocated to those who guaranteed the
Rights issue, pro rata in relation to the guaranteed amount The
Board of Directors' decision on the Rights issue is subject to
approval by an Extraordinary General Meeting to be held on
August 6, 2024. Notice of the
Extraordinary General Meeting will be announced in a separate press
release and will be published shortly in Post- och Inrikes
Tidningar. The notice will also be advertised in Dagens
Industri.
Preliminary timetable for the Rights issue
July 29,
2024
|
Record date for
participation at the extraordinary general meeting
|
August 6,
2024
|
Extraordinary general
meeting
|
August 22,
2024
|
Last day of trading in
the share including subscription rights
|
August 23,
2024
|
First day of trading in
the share excluding subscription rights
|
August 26,
2024
|
Record date for
participation in the Rights issue
|
August 28 – September
6, 2024
|
Trading in subscription
rights
|
August 28 – September
13, 2024
|
Subscription
period
|
September 12,
2024
|
Estimated date of
announcement of the outcome of the Rights issue
|
The company will prepare a prospectus for the Rights issue which
will be published around August 26,
2024.
Advisers
Hagberg & Aneborn Fondkommission AB is Enzymatica's financial
adviser in connection with the rights issue. Setterwalls
Advokatbyrå is the Company's legal adviser in connection with the
rights issue.
This information is information that Enzymatica is obliged to
make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the contact person set out below, at 07:45
CET on July 18, 2024.
For more information, please contact:
Claus Egstrand, Chief Executive Officer, Enzymatica AB
Phone: +44 7780 22 8385 | Email:
claus.egstrand@enzymatica.com
Bengt Baron, Chairman of the
Board, Enzymatica AB
Phone: +46 708 59 30 09
Important information
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. 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 where such offer
would be considered illegal. This press release does not constitute
an offer to sell or an offer to buy or subscribe for shares issued
by the Company in any jurisdiction where such offer or invitation
would be illegal. In a member state within the European Economic
Area ("EEA"), shares referred to in the press release may only be
offered in accordance with applicable exemptions under 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,
Canada, Japan, South
Africa, Australia 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.
A prospectus regarding the Rights Issue described in this
release will be published by the Company on or about August 26, 2024. This release is however not a
prospectus in accordance with the definition in the Prospectus
Regulation. In accordance with article 2
k of the Prospectus Regulation this press re-lease
constitutes an advertisement. Complete information regarding the
Rights Issue can only be obtained through the Prospectus.
Enzymatica has not authorized any offer to the public of shares or
rights in any other member state of the EEA. 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 announcement does not identify or
suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the new
shares. Any investment decision in connection with the Rights Issue
must be made on the basis of all publicly available information
relating to the Company and the Company's shares. Such information
has not been independently verified by the financial adviser. The
financial adviser is acting for the Company in connection with the
transaction and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for giving advice in relation to the transaction or
any other matter referred to herein.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Com-mission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in Enzymatica have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the shares in Enzymatica may decline and investors could lose
all or part of their investment; the shares in Enzymatica offer no
guaranteed income and no capital protection; and an investment in
the shares in Enzymatica is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights
Issue.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares in
Enzymatica.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares in Enzymatica and
determining appropriate distribution channels.
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