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Utdrag:
The Directed Issue is carried out with the authorization received from the Annual General Meeting held on June 10, 2020. The intention is to carry out the Directed Issue through a so-called accelerated book-building procedure. Cereno has engaged Mangold Fondkommission AB to investigate the terms for the Directed Issue. Given that the Directed Issue is completed, the Company’s Board of Directors has resolved to enter into a loan financing agreement of SEK 10 million (the ”Loan”) from Formue Nord Fokus A/S (”the Lender”). The Loan has in consultation with the Company’s financial advisers been procured at market conditions with a 5.0 percent set-up fee and an interest rate of 0.5 percent per initiated 30-day period starting from the date the Loan is paid out to the Company. The Lender will as part of the market term agreement receive warrants of series TO1 and TO2 respectively. The duration of the Loan coincides with the periods during which the Company will receive proceeds from the subscription of respective series of warrants (TO1 and TO2).
The rationale for carrying out the Directed Issue and for the deviation from the shareholders’ preferential rights is to broaden the shareholder base, as well as the fact that a directed issue provides the opportunity to raise capital to favorable terms in a time- and cost-effective manner. This is in line with the assessment of the Company’s Board of Directors that it lies in the Company’s and the shareholders´ best interest to carry out an issue with deviation from the shareholders’ preferential rights. The purpose of the Directed Issue is to finance the preparation and initiation of a clinical phase IIa study with drug candidate CS1 for the treatment of rare disease pulmonary arterial hypertension (PAH). The warrants of series TO1 and TO2 are intended to finance the completion of the clinical phase IIa study. The transaction will also, under the condition that the Directed Issue is completed, solidify the financial position providing the opportunity to further strengthen the Company’s pipeline and continue the work with its preclinical HDAC inhibitor development program.
The subscription price and the number of units in the Directed issue are to be determined by the accelerated book-building procedure. The board of directors’ assessment is that the subscription price in the Directed Issue will be in accordance with market conditions, since it will be determined through an accelerated book-building procedure.
If the Directed Issue is completed, the Board of Directors of Cereno intends to issue additional warrants of series TO1 and TO2 (same series as used in connection with the Directed Issue and the Loan) to be allotted to current shareholders in the Company. The warrants of series TO1 and TO2 are intended to be admitted to trading on Spotlight Stock Market.
The book-building procedure will begin after the publication of this press release. Thereafter, the Board of Directors of the Company will resolve on the Directed Issue and the allotment of units prior to the opening of Spotlight Stock Market on September 30, 2020.