Press Release Stockholm, March 31, 2015
Brighter to undertake rights issue with overallotment issue.
The board of directors of Brighter AB (publ) resolved on March 30, 2015 to
undertake a rights issue of units composed of shares and warrants of
approximately SEK 16.3 million. If the issue is oversubscribed, an overallotment
issue of shares and warrants totaling SEK 3 million will be undertaken. Upon
full exercise of warrants, Brighter can raise additional capital of
approximately SEK 4.8-12 million.
Based on the authorization of the 2014 AGM, the board of directors of Brighter
AB (publ) resolved on March 30, 2015 to undertake a rights issue of units,
composed of shares and warrants, of approximately SEK 16.3 million, with
preemptive rights for existing shareholders (the "Rights Issue"). The Rights
Issue is guaranteed to 80 percent through subscription commitments by
management, the board of directors and existing shareholders and underwriting
commitments. If the Rights Issue is oversubscribed, the board of directors has
also decided to undertake an overallotment issue of units on the same terms as
the Rights Issue, directed at subscribers to units in the Rights Issue that do
not have preemptive rights and did not receive full allotment (the
"Overallotment Issue"). The Overallotment Issue may raise additional capital of
SEK 3 million for the company. Upon full exercise of warrants in the Rights
Issue and the Overallotment Issue, the company can raise additional capital of
approximately SEK 4.8-12 million.
Rationale in summary
The proceeds of the issues will be used to finance the development of the next
generation of Brighter One. With its own 3G connection, Brighter One will, in
addition to the basic functions of sampling, measuring, dosing, and logging,
offer patients, healthcare professionals, payers, and other interested parties
access to valuable data for streamlining and improving care, primarily of
diabetes.
Truls Sjöstedt, Brighter founder and CEO:
"With this capital acquisition, we will be able to concentrate fully on bringing
forward the development of the next-generation Brighter One. This spring, we
have already initiated a number of key partnerships in several areas including
industrial design, cloud services, and design and development, thus laying the
groundwork for an intensive 2015. When we launch the next-generation Brighter
One, Brighter will meet patients' expectations for e- and mHealth and make it
possible for healthcare providers to implement the new flow of relevant data for
treatment of diabetes that Brighter One will offer."
Main terms and conditions of the Rights Issue
Five existing shares will convey the right to one unit, consisting of four new
shares and one warrant. The subscription price is SEK 4.80 per unit,
corresponding to SEK 1.20 per new share. The subscription period is April 17-May
4, 2015. The issue is limited to 3,391,218 units, through which a maximum of
13,564,872 shares and 3,391,218 warrants may be issued. Upon full subscription
of the Rights Issue, the company will raise approximately SEK 16.3 million
before issue costs, which will increase share capital by SEK 678,243.60. Each
warrant will convey the right to subscribe for one new share in the company at a
subscription price equal to 70 percent of the volume weighted average price,
calculated as the average of the daily volume weighted price paid for the
company's stock quoted on First North's official price list over 20 trading
days, commencing on the day the company publishes its interim report for
January-September 2015, or, if the company has not published any such interim
report, on December 23, 2015 (the "Calculation Period"). The minimum
subscription price shall be SEK 1.20 and the maximum price shall be SEK 3.00.
Subscription of shares with exercise of warrants must take place within a period
of three calendar weeks beginning one week after the end of the Calculation
Period but no later than February 2, 2016. Upon full exercise of all warrants in
the Rights Issue, the company will raise additional capital of approximately SEK
4.1-10.2 million and increase share capital by SEK 169,560.90. The company's
intention is for the warrants to be listed for trading on First North.
Main terms and conditions of the Overallotment Issue
The board of directors resolved on March 30, 2015 to carry out an issue of
additional units structured in the same manner as the units issued in the Rights
Issue, where each unit consists of four new shares and one warrant upon the same
terms and conditions as the warrants in the Rights Issue. The subscription price
is SEK 4.80 per unit, corresponding to SEK 1.20 per new share. The subscription
period is April 17-May 4, 2015.
The right to subscribe for units in the Overallotment Issue shall, with a waiver
of shareholders' preemptive rights, accrue to investors that have subscribed for
units in the Rights Issue without preemptive rights but were not allotted all
units for which they subscribed. The issue is limited to a maximum of 625,000
units, through which a maximum of 2,500,000 shares and 625,000 warrants may be
issued. Upon full subscription of the Overallotment Issue, the company will
raise approximately SEK 3 million before issue costs, which will increase share
capital by SEK 125,000. Upon full exercise of all warrants in the Overallotment
Issue, the company will raise additional capital of approximately SEK
750,000-1,875,000 and increase share capital by SEK 31,250. The company's
intention is for the warrants to be listed for trading on First North.
Shares and share capital
The company's current share capital is SEK 847,804.70, distributed among
16,956,094 shares. The issues may potentially increase share capital by SEK
803,243.60 through the issue of a maximum of 16,064,872 shares. Upon full
exercise of all warrants, share capital may additionally increase by no more
than SEK 200,810.90 through the new issue of a maximum of 4,1016,218 shares.
Combined, the aforementioned board resolutions will result, after the issues and
upon full exercise of the warrants, in the increase of share capital to a
maximum of SEK 1,851,859.20 distributed among a maximum of 37,037,184 shares.
Preliminary key dates for the issues
Last day of trading in shares
including unit rights: April 10, 2015
First day of trading in shares
excluding unit rights: April 13, 2015
Record day Euroclear: April 14, 2015
Subscription period: April 17-May 4, 2015
First day of trading in unit rights: April 17, 2015
Last day of trading in unit rights: April 29, 2015
Trading in PSU: April 17, 2015 through the date the
issue has been registered with the
Swedish Companies Registration Office
(Bolagsverket).
Financial advisor: Stockholm Corporate Finance AB
Legal advisor: Advokatfirman Westermark Anjou AB
Issuing institution: Aktieinvest FK AB
Subscription and underwriting Subscription and underwriting
commitments: commitments cover 80 percent of the
Rights Issue. Subscription commitments
from existing shareholders cover
approximately 20 percent of the Rights
Issue. Subscription commitments from the
board of directors and management cover
approximately 14 percent of the Rights
Issue.
About Brighter AB (publ)
By means of its intellectual property Brighter develops innovations for people
who live with a medical condition. We develop the tools that improve the
situation and everyday lives of individuals. Half of Sweden's 4.6 million
households will be "connected" for home care or through mobile units within five
years. Brighter's objective is to simplify, streamline, and strengthen the
relationship between patients and healthcare professionals through the
development of innovations in the area of eHealth. As of 2015, this market is
already valued at USD 160 billion on a global basis.
Important notice
The information in this press release does not constitute an offer to acquire,
subscribe for, or otherwise trade in shares, unit rights, or other securities in
Brighter. The offer to relevant persons to subscribe for shares in Brighter
shall be made only through the offering memorandum and folder compiled and
distributed to shareholders in the company. The offering memorandum will be
publicized and made available, including on the Company's website, which the
Company expects to occur around April 16, 2015. This press release shall not be
publicized, published, or distributed, directly or indirectly in or to the
United States of America, Canada, Australia, Hong Kong, Japan, New Zealand,
Switzerland, Singapore, or South Africa, or any other jurisdiction in which such
an action is, in whole or in part, restricted by law, or which would require a
further prospectus, registration, or measure other than those required by
Swedish law. The information in this press release shall furthermore not be
distributed or reproduced in a manner which contravenes such restrictions or
would entail such requirements. Failure to comply with the restrictions outlined
in this notice may constitute a violation of applicable securities law.
This press release neither constitutes nor forms part of an offer to sell or
solicitation of an offer to buy or subscribe for securities in the United States
of America. No securities mentioned herein have been registered or will be
registered pursuant to the United States Securities Act of 1933 (the "Securities
Act") or securities law in any United States State or other United States
jurisdiction and shall not be offered, subscribed for, exercised, pledged, sold,
resold, delivered, or transferred, either directly or indirectly, within the
United States. This press release may contain certain forward-looking statements
that reflect Brighter's current outlook on future events, such as financial and
operational performance. Words such as "intend," "assess," "anticipate," "may,"
"plan," "estimate," and variations of such words and similar expressions that
entail indications or predictions of future performance or trends, constitute
forward-looking statements. Forward-looking statements are by nature associated
with both known and unknown risks and uncertainties because they are dependent
upon future events and circumstances. Forward-looking statements constitute no
guarantee of future results or performance and actual results may differ
materially from that expressed in forward-looking statements.
The company's stock is listed on NASDAQOMX First North/BRIG.
Visit our website and subscribe to press releases: www.brighter.se
Certified Adviser
Brighter's Certified Adviser on Nasdaq OMX First North is Remium Nordic AB, Per
Grundström +46 (0)8 - 454 32 29, CorporateFinance@remium.com, www.remium.com.
For further information, please contact:
Henrik Norström, COO Truls Sjöstedt, CEO
+46 733 40 30 45 +46 709 73 46 00
henrik.norstrom@brighter.se truls.sjostedt@brighter.se
[HUG#1907709]
