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Today, November 26, 2024, the subscription period in ODI Pharma AB’s ("ODI" or the "Company") issue of shares with preferential right for the Company's existing shareholders, begins (the "Rights Issue"). The subscription period runs until December 10, 2024. The issue volume amounts to a maximum of approximately SEK 4.1 million before transaction costs. In the case of oversubscription ODI can also decide to utilize an over-allotment option (the “Over-Allotment Option”) to raise up to approximately additionally SEK 2.0 million through the Rights Issue. The Company has no obligation to utilize the Over-Allotment Option. The Rights Issue is secured via pre-subscription in writing by Volker Wiederrich (Chairman of the Board) and the existing shareholder Niclas Kappelin to a total of approximately 49 percent (corresponding to approximately SEK 2.0 million). A memorandum is available via the Company's (www.odipharma.com), Sedermera Corporate Finance AB's (www.sedermera.se) and Nordic Issuing AB's (www.nordic-issuing.se) websites.
Motive and use of proceeds
In order to finance for example, the entering of new markets and support growth in project Poland, the Company is carrying out a rights issue of shares that can bring the Company a maximum of approximately SEK 4.1 million (before issue costs). ODI can also decide to utilize an Over-Allotment Option to raise up to approximately an additional SEK 2.0 million through the rights issue. The Company has no obligation to utilize this Over-Allotment Option. The transaction related costs for the Rights Issue and if the Over-Allotment Option is utilized, are estimated to amount to a maximum of approximately SEK 0.9 million.
It is the Board’s assessment that the net proceeds from a fully subscribed Rights Issue are sufficient to finance the Company’s operations and plans until cash flow positivity. In 2025, ODI will focus on increasing revenue in Poland through existing partnerships while also preparing to enter a new market.
Terms for the Rights Issue
The Rights Issue comprises a maximum of 1,268,333 shares. ODI’s existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.
One (1) existing share held in the Company on the record date of November 22, 2024, entitles the shareholder to one (1) subscription right. Twelve (12) subscription rights entitle the shareholder to subscribe for one (1) share in ODI. The subscription price in the Rights Issue has been set at SEK 3.22 per share.
Subscription of shares must take place during the subscription period that runs from and including today November 26, 2024, to and including December 10, 2024. Subscription rights that are not used during the subscription period become invalid and lose their value. Trading in subscription rights takes place on the Spotlight Stock Market from and including November 26, 2024, to and including December 5, 2024. Trading in BTA (Paid Subscription Share) takes place during the period from and including November 26, 2024, until the Rights Issue is registered with the Swedish Companies Registration Office, expected on December 27, 2024.
The Rights Issue will increase the share capital by a maximum of SEK 50,733.32, from SEK 608,800.00 to SEK 659,533.32 and the total number of shares will increase by a maximum of 1,268,333 shares, from 15,220,000 shares to 16,488,333 shares. Existing shareholders who choose not to participate in the Rights Issue will be recognized with a dilution effect corresponding to approximately 7.7 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue has been fully subscribed. Shareholders who choose not to participate in the Rights Issue have the opportunity to partially compensate themselves for the financial dilution effect by selling their subscription rights no later than December 5, 2024.
In the case of oversubscription and in the case the Company decides to utilize the full Over-Allotment Option, the share capital can increase additionally by a maximum of SEK 24,844.72, from SEK 659,533.32 to SEK 684,378.04 and the total number of shares will increase additionally by a maximum of 621,118 shares, from 16,488,333 shares to 17,109,451 shares. If the Over-Allotment Option is fully utilized, the additional dilution will be approximately 3.6 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue has been fully subscribed and Over-Allotment Option have been fully utilized.
Pre-subscription agreements
The Rights Issue is secured in writing by the two largest shareholders, Volker Wiederrich (Chairman of the Board) and the existing shareholder Niclas Kappelin to a total of approximately 49 percent (equivalent to approximately SEK 2.0 million) through pre-subscriptions. The total pre-subscription commitments amount to approximately SEK 2.0 million, which corresponds to approximately 49 percent of the Rights Issue.
The pre-subscription agreements are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Indicative timeline for the Rights Issue
- Last day for trading in shares, including the right to receive subscription rights was November 20, 2024.
- First day for trading in shares, excluding the right to receive subscription rights was November 21, 2024.
- Record date for participation in the Rights Issue was November 22, 2024.
- Subscription period is between November 26 – December 10, 2024.
- Trading in subscription rights takes place between 26 November – December 5, 2024.
- Trading in BTA takes place from 26 November 2024, until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day for trading in BTA will be announced through a separate press release after the Rights Issue has been completed.
- Press release on the outcome of the Rights Issue will be around December 11, 2024.
Memorandum, teaser and the possibility to subscribe for shares
Memorandum and teaser about the Rights Issue are available via the Company’s (www.odipharma.com), Sedermera Corporate Finance AB’s (www.sedermera.se) and Nordic Issuing AB’s (www.nordic-issuing.se) respective websites. Via Nordic Issuing AB’s website, it is also possible to subscribe for shares.
Advisors
In connection with the Rights Issue, ODI Pharma AB has engaged Sedermera Corporate Finance AB as financial advisor, Foyen Advokatfirma i Sverige KB as legal advisor and Nordic Issuing AB as issuing agent.
For further information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information about the Company, please contact:
Volker Wiederrich, Chairman, ODI Pharma AB
E-mail: info@odipharma.com
Important information
This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights, BTAs or other securities in ODI Pharma AB. Investors should not subscribe for or acquire any securities other than on the basis of the information in the information document that was made public on November 25, 2024.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, subscription rights, BTAs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require prospectus, additional registration or other measures than under Swedish law. The memorandum, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.
Neither shares, subscription rights, BTAs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the “Securities Act”) or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain certain forward-looking statements that reflect the Company’s current views on future events and financial and operational development. Words such as “intends”, ” estimates”, “expects”, “may”, “plans”, “believes”, ” anticipates” and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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, unless required by law or the rules of Spotlight Stock Market.
About ODI Pharma AB
ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer and representative of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.