Eurocine Vaccines AB (“Eurocine Vaccines” or “the Company”) announces today that the Company has agreed to secure warrants of series TO 4 (“TO 4”) with exercise period between 14 and 28 March 2022. Eurocine Vaccines has agreed to a guarantee commitment regarding TO 4 (so-called “top-down” or “top guarantee”) from the Company’s principal owner Flerie Invest AB (“Flerie Invest”) of approximately 50 percent of the issue volume for TO 4. Furthermore, Eurocine Vaccines has entered a subscription commitment of approximately 11.4 percent with Flerie Invest. In total, the Company has thus agreed on subscription and guarantee commitments corresponding to approximately 61.4 percent of the issue volume for TO 4. In connection with the securing of TO 4, Flerie Invest has entered into lock-up-agreements regarding 100 percent of its shareholding (corresponding to approximately 13 percent of the total share capital and votes in the Company).
Thomas Eldered, CEO of Flerie Invest, comments
“We see great potential in the value that Eurocine Vaccines creates, with its chlamydia vaccine candidate and vaccine portfolio under development, which is well in line with Flerie Invest's investment strategy. Together, we contribute to advancing the development of medical innovations that meet important patient needs.”
CEO Hans Arwidsson comments
“There is a strong need for a safe and effective chlamydia vaccine and the proceeds from TO 4 give us the opportunity to pursue the development of the chlamydia vaccine candidate and the portfolio towards several near-term goals. Flerie Invest's solid background in the life science sector further strengthens Eurocine Vaccines.”
Briefly about warrants of series TO 4
The Board of Directors of Eurocine Vaccines decided on 26 May 2021 to issue warrants of series TO 4, with the support of authorization from the Annual General Meeting on 15 December 2020. Through the rights issue, 3,158,164 warrants of series TO 4 were issued. During the coming exercise period, holders of TO 4 have the opportunity, for each warrant, to subscribe for one new share in Eurocine Vaccines. Each share is subscribed for at a price that amounts to 70 percent of the average volume-weighted price for the share according to Spotlight Stock Market's official price statistics for a period of ten trading days ending 10 March 2022. The subscription price shall not exceed SEK 5.00 per new share and shall not be less than the quota value of the share. The subscription price must be rounded to the nearest whole number of öre. Warrant holders will have the opportunity to exercise TO 4 from 14 March 2022 to 28 March 2022, or sell them no later than 24 March 2022. TO 4 that has not been exercised by 28 March 2022 loses its value. The subscription price and information on how to exercise warrants of series TO 4 will be published in a press release on the Company's (www.eurocinevaccines.com) and Sedermera Corporate Finance (www.sedermera.se) websites before the exercise period begins.
Top-down guarantee and subscription commitment regarding TO 4
Eurocine Vaccines has received subscription- and guarantee commitment of a total of approximately 61.4 percent of the issue volume for TO 4 (corresponding to a maximum of 1,939,443 shares in the Company. The subscription commitment corresponds to approximately 11.4 percent (360,361 shares) and the guarantee commitment corresponds to approximately 50 percent (1,579,082 shares). The top-down guarantee and subscription commitment has been obtained from Flerie Invest. The guarantee commitment is a so-called "Top-down guarantee" or "top guarantee", which means that if the warrants of series TO 4 is exercised to approximately 50 percent, the guarantee commitment is executed up to a fully subscribed TO 4. The guarantee commitment is thus added to the current subscription level for TO 4 and intends to secure the last part of the subscription in the event that all TO 4 are not exercised by existing holders. For the guarantee commitment, a cash premium compensation of 7.5 percent of the guaranteed amount is paid. In the event that the guarantee is activated, subscription of shares from Flerie Invest will in practice take place through a directed share issue which is carried out after the exercise period of TO 4. Subscription in such a directed share issue shall take place at the set price for TO 4 and only to the extent TO 4 is not exercised within the size of the guarantee commitment (corresponding to a maximum of 1,579,082 shares in the Company).
Lock-up
Flerie Invest has entered into lock-up-agreement with Sedermera Corporate Finance. The agreement means that Flerie Invest may not, without the written consent from Sedermera Corporate Finance, sell shares up to and including 2022-09-28 (may be adjusted to 2022‑10‑01 if any guarantee is activated). The lock-up commitment relates to 100 percent of Flerie Invest's total shareholding in the Company (including shares and shares from any guarantee from TO 4). In total, the lock-up-agreement corresponds to approximately 13 percent of the share of votes and capital in the Company (calculated on the existing share of votes and capital before exercise of TO 4 and eventual guarantee). The commitments to Sedermera Corporate Finance include usual exceptions.
Financial advisor, issuing agent and legal advisor
Sedermera Corporate Finance is the financial advisor and Nordic Issuing is the issuing agent for Eurocine Vaccines in connection with the capitalization. Markets & Corporate Law acts as legal advisor.
This information is such information that Eurocine Vaccines AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 15 February 2022.