The extra general meeting ("EGM") of Biovica International AB (publ) ("Biovica" or the "Company") was held today on 2 May 2019 and the following resolutions were passed by the meeting.
Resolution regarding approval of the board of directors' resolution to issue new class B shares with deviation from the shareholders' preferential rights
In accordance with previously announced information, the board of directors resolved on 9 April 2019 on a new share issue, with deviation from the shareholders' preferential rights, subject to the extraordinary general meeting's subsequent approval. The extraordinary general meeting has today decided to approve the board of directors’ decision to issue a maximum of 6,000,000 class B shares.
The transaction has been performed on the basis of an accelerated bookbuilding procedure which has been carried out by the Company’s financial advisor Pareto Securities AB.
The price per share is set to SEK 10 per Class B shares and has been determined through the bookbuilding procedure. Through the new share issue, Biovica will receive SEK 60 million before transaction costs. All issued shares have today also been subscribed for by Pareto Securities AB who will transfer the shares to the institutional investors who signed up for the share issue at the price of SEK 10 per share.
The new share issue entails a dilution of approximately 25.5 percent of the number of shares and approximately 15.7 percent of the votes in the Company (based on the number of outstanding shares after the new share issue). Through the new share issue, the number of outstanding shares will increase by 6,000,000 from 17,573,372 to 23,573,372 and the number of votes will increase from 32,168,248 to 38,168,248 (distributed between 7,297,438 Class A shares and 16,275,934 Class B shares. The share capital will increase by SEK 400,000.00 from SEK 1,171,558.13 to SEK 1,571,558.13.
The reason for the deviation from the shareholders’ preferential rights are mainly to broaden the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time and cost-efficient manner. The new share issue is carried out to primarily finance the preparations for the application (510k) to the FDA regarding approval for the US market and to obtain compensation for DiviTum. Furthermore, will the proceeds be used for sales and marketing for the US and European commercialization of DiviTum. The board of directors’ assessment is that the subscription price in the new share issue will be in accordance with market conditions, since it will be determined through an accelerated bookbuilding procedure.
For detailed terms regarding the above resolution at the extra general meeting and the transaction as a whole, reference is made to the complete proposals and press releases that are available on the Company's website, www.biovica.com.
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