PHI announces outcome of rights issue
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The subscription period in Phase Holographic Imaging PHI AB’s (“PHI” or the “Company”) rights issue of shares of a total of SEK 64.3 million ended on 20 December 2024 (the “Rights Issue”). The Rights Issue was subscribed to a total of approximately 51.5 percent, including the pre-subscription commitment from Altium SA, meaning that top and bottom underwriting commitments of a total of approximately 48.5 percent are activated to achieve a total subscription rate of 100 percent. PHI will thus be provided proceeds of approximately SEK 64.3 million before the deduction of transaction related costs and offsetting of loans.
Goran Dubravčić, Chairman of PHI and CEO of Altium, comments
“Having been part of the capital raising for PHI in the Swedish market has been an exciting experience for me and Altium. Through the rights issue, Altium has become an even larger shareholder, and we stand by our commitment to support PHI, that now has the resources to deliver on set objectives, which is important in the collaboration between Altium and PHI”, says Goran Dubravčić, Chairman of PHI and CEO of Altium.
Anders Månsson, new CEO of PHI, comments
“In this challenging market, I am humbled by the commitment by the shareholders and new investors in PHI shown through the rights issue. Thank you! As I have mentioned throughout the capital raising period, the rights issue is a strategic move to not only strengthen our financial position but also ensure the resources needed to take the next steps in our development. Now we have the funds to accelerate our growth and advance to the next phase of our development”, says Anders Månsson, CEO of PHI.
Subscription, allocation and payment
The Rights Issue was subscribed to approximately SEK 33.1 million including pre-subscription commitment from Altium SA of approximately SEK 15.2 million, which corresponds to a subscription rate of approximately 51.5 percent. In addition, top and bottom underwriting commitments of a total of approximately SEK 31.2 million have been activated, corresponding to approximately 48.5 percent of the Rights Issue. The activated underwriting commitments refer with approximately SEK 10.7 million to the bottom underwriting commitment and approximately SEK 20.5 million to the top underwriting commitment. The total subscription rate (including underwriting commitments) thus ended at 100 percent, meaning that PHI is provided with approximately SEK 64.3 million before transaction related costs of approximately SEK 9.6 million (of which approximately SEK 5.3 million refers to underwriting fees, provided that all underwriters desire to receive cash compensation) and offsetting of loans.
A total of 18,254,089 shares were subscribed for with the support of pre-emptive subscription rights, including pre-subscription commitments. In total, 17,475,253 shares were subscribed without the support of pre-emptive subscription rights, including activated underwriting commitments. Through the Rights Issue, 35,729,342 new shares will be issued. The subscribers who are allocated shares without preferential rights will receive settlement notes, which are planned to be sent out after a formal board decision on allocation. Allotted shares without pre-emptive rights shall be paid in accordance with the instructions on the settlement note.
Compensation for underwriting commitments
For the bottom underwriting commitment, the underwriters receive an underwriting compensation of 10 percent in cash or 13 percent in the form of shares (at the same terms as in the Rights Issue). For the top underwriting commitment, the underwriters receive an underwriting compensation of 12 percent in cash or 15 percent in the form of shares (at the same terms as in the Rights Issue).
Number of shares and share capital
When the Rights Issue has been registered with the Swedish Companies Registration Office, the total number of shares will have increased by 35,729,342 shares, from 27,322,438 shares to 63,051,780 shares and the Company’s share capital will, upon registration, have increased by SEK 7,145,868.40, from SEK 5,464,487.60 to SEK 12,610,356.00. The shareholders who have not participated in the Rights Issue will be subject to a dilution effect corresponding to approximately 57 percent of the votes and capital.
Trading in BTA
Trading in BTA’s will take place on Spotlight Stock Market until the Rights Issue has been registered with the Swedish Companies Registration Office. The registration is expected to take place around 13 January 2025.
Flagging
After the Rights Issue, Altium SA has passed the flagging limit of 30 percent. Before the Rights Issue, Altium SA’s holding corresponded to approximately 23.6 percent of votes and capital in the Company. After the Rights Issue, Altium SA’s ownership corresponds to approximately 41.6 percent of votes and capital in the Company. Altium SA, in advance, as previously communicated, has by the Swedish Securities Council (Swe: Aktiemarknadsnämnden) been granted exemption from the mandatory bid requirements if its shareholdings would amount to or exceed 30 percent of the number of votes in the Company because of Altium’s participation in the Rights Issue.
Lock up
Altium has, through a lock-up agreement, with Navia Corporate Finance AB as counterparty, undertaken, with customary exceptions, not to sell any of the existing shareholding or such shareholding that has been acquired through subscription in the Rights Issue, for a period of six months after the completion of the Rights Issue.
Advisors
Navia Corporate Finance AB is the financial advisor and Sole Bookrunner in connection with the Rights Issue. HWF Advokater AB is the legal advisor. Nordic Issuing AB is the issuing agent.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se
Website: www.naviacorporatefinance.com
For additional information, please contact:
Anders Månsson
E-mail: ir@phiab.com
Web: www.phiab.com – Live cell imaging & analysis
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