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The Board of Directors of Iconovo AB (”Iconovo” or the ”Company”) has, in accordance with the intention that was published through a press release earlier today and with the support from the authorisation from the Annual General Meeting on 17 May 2022, resolved on a directed new share issue of 1,375,000 new shares, at a subscription price of SEK 40 per share (the “New Share Issue”). This means that the Company receives SEK 55 million before transaction costs. The subscription price in the New Share Issue has been determined through an accelerated bookbuilding procedure (the ”Bookbuilding”), that was carried out by Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”). The New Share Issue was subscribed for by a number of institutional investors, including funds managed by Eiffel Investment Group (“Eiffel”).
Iconovo has completed the Bookbuilding that the Company announced earlier today, and the Board of Directors of the Company has resolved, with the support from the authorisation from the Annual General Meeting on 17 May 2022, to carry out a directed new share issue of 1,375,000 shares. The subscription price in the New Share Issue was set at SEK 40 per share, which corresponds to issue proceeds of SEK 55 million before transaction costs.
The subscription price in the New Share Issue was determined through the Bookbuilding, and it is therefore the Board of Directors’ assessment that the subscription price correctly reflects prevailing demand and market conditions.
Among others, participants in the New Share Issue included funds managed by Eiffel. Eiffel’s investment in the New Share Issue has been made through funds that were not previously shareholders in Iconovo. In connection with the New Share Issue, Eiffel has also, through two funds that are currently shareholders in Iconovo, divested a total of 200,719 shares in Iconovo at a price per share corresponding to the subscription price in the New Share Issue. In that transaction, the Company’s Chairman, Gunnar Gårdemyr, the Company’s largest shareholder, Mats Johansson and the Company’s CEO Johan Wäborg have acquired shares from Eiffel. All in all, Eiffel’s participation in the New Share Issue and the sale has led Eiffel to increase its ownership in Iconovo, from approximately 7.5 percent to approximately 9.9 percent.
Iconovo intends to use the proceeds from the New Share Issue for accelerating and value-creational development and initiatives connected to the Company’s long-term strategy. During 2022, the Company has continued to invest in the value chain of its product platforms ICOpre, ICOone and ICOcap in order to attract more business and take advantage of strategic opportunities. The commercial potential in ICOres is evidenced through the ongoing collaboration with Amneal that is expected to result in a European regulatory filing in 2024. In January 2023, Iconovo announced that discussions with an international complex generics company is ongoing regarding a collaboration involving ICOpre. In addition to licensing its products to international partners, Iconovo is aiming to launch Iconovo Pharma, a subsidiary focusing on selling and distributing pharmaceuticals in the Nordic region.
Against this background, the Company intends to use the proceeds from the New Share Issue to enable the following growth and value-adding activities:
· ICOpre (generic asthma/COPD) – negotiate agreement and complete development and regulatory work for all five product formulations in ICOpre, ~30 percent
· ICOcap (generic Ultibro) – move the project forward including the first PK trial, seeking partnership for Europe with a launch opportunity in 2025, ~30 percent
· Iconovo Pharma – scaling up and readiness for first licenced product launches in 2024, ~20 percent
· ICOone – leveraging the opportunity to become the global leader within nasal inhalation, ~20 percent
The Board of Directors of the Company deems, after an overall assessment and careful consideration, that a new share issue with deviation from the shareholders’ preferential rights is a better alternative for the Company and the Company’s shareholders than a rights issue and that objectively it is in the best interest of both the Company and its shareholders to carry out the New Share Issue. The Board of Directors’ assessment is based on the fact that a directed new share issue enables the Company to raise capital quickly and cost efficiently. Raising capital quickly provides flexibility for potential investment possibilities in the short term, contributes to reduced exposure to price fluctuations on the capital market as well as provides the opportunity to benefit from the current interest in the Company’s share among institutional investors. The cost of carrying out a directed new share issue is deemed to be lower than in a rights issue where, among other things, significant underwriting commitments from an underwriting syndicate would possibly have to be procured. In addition, the Board of Directors has a positive view on an increased shareholding in the Company among institutional investors. The Board of Director’s overall assessment is thus that the reasons for carrying out the New Share Issue outweigh the reasons that justify the main rule that new issues shall be carried out with preferential rights for the shareholders.
The New Share Issue results in that the total number of shares outstanding in Iconovo increases by 1,375,000, from 8,847,500 to 10,222,500, and the share capital increases by SEK 137,500, from SEK 884,750 to SEK 1,022,250, which implies a dilution effect of approximately 13.5 percent of the share capital in relation to the number of shares in Iconovo after the New Share Issue.
In connection with the New Share Issue, the Company has, subject to customary exceptions, agreed not to issue further shares for a period of 180 calendar days from the settlement date of the New Share Issue. In addition, the Company’s Board of Directors that own shares, as well as the Company’s CEO and CFO, have, subject to customary exceptions, agreed not to sell any shares in the Company during the same period.
In connection with the New Share Issue, the Company has retained Danske Bank as Sole Global Coordinator and Bookrunner and Setterwalls Advokatbyrå AB as legal adviser. Advokatfirman Schjødt is legal advisor to Danske Bank.
For further information, please contact:
Johan Wäborg, CEO
Tel: +46 707 78 51 71