Acarix publishes a supplement to the prospectus
Malmö, Sweden September 3, 2020
Acarix publishes a supplement to the prospectus
The board of directors of Acarix AB ("Acarix" or the "Company") has prepared a supplement to the prospectus regarding invitation to acquire shares in the approved preferential rights issue in Acarix which was approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) on 20 August, 2020 and published by the Company on the same date. The supplementary prospectus has been prepared due to the information in the Company's press release on 2 September 2020 regarding the transfer of subscription rights from the two largest shareholders and the Company's press release earlier today regarding the German Ministry of Health's statement that phonocardiography for ruling out coronary artery disease has potential for general use in Germany.
The supplement has been prepared by reason of Acarix, during the subscription period in the ongoing preferential rights issue of shares (the "Rights Issue"), on 2 September 2020 announced that the Company's two largest shareholders Sunstone LSV Fund II K/S and SEED Capital DK II K/S have transferred all of their subscription rights, corresponding to a total of 18.37 percent of the Rights Issue, to a number of qualified investors. In addition, the information regarding the German Ministry of Health's publication of guidance stating that phonocardiography for ruling out stable coronary artery disease (CAD) has the potential for general use in Germany, which was announced by the Company in a press release earlier today, has also resulted in the preparation of the supplement.
On 2 September 2020, the Company announced that the subscription period in the Rights Issue is extended until the 8 September 2020.
The supplement has been prepared in accordance with Article 23 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") and has today, 3 September 2020, been approved by the Swedish Financial Supervisory Authority. The supplementary prospectus forms a part of the prospectus and shall in all respects be read together with the prospectus. The prospectus and the supplementary prospectus are available for download on the Company's website www.acarix.com and Hagberg & Aneborn's website www.hagberganeborn.se.
Investors who before the publication of the supplement have applied for, or in any other manner consented to, subscription of shares in the Rights Issue have, in accordance with Article 23 of the Prospectus Regulation, the right to withdraw their application or consent within two working days from the publication of the supplementary prospectus, i.e. up to and including 7 September 2020. A withdrawal shall be made in writing to Hagberg & Aneborn Fondkommission AB, Valhallavägen 124, 114 41 Stockholm, or by email to firstname.lastname@example.org. Applications that are not withdrawn within the prescribed time will remain binding and no measure is required for investors wishing to withhold their subscription of shares. The guarantors that have entered into guarantee undertakings in the Rights Issue may, in accordance with the guarantee undertaking, not withdraw their subscription.
For complete terms and other information about the Rights Issue, please refer to the prospectus and the supplement.
Redeye AB is acting as financial adviser and Baker McKenzie is acting as legal adviser to Acarix in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is acting as issuing agent.
This press release has been made public through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, GlobeNewswire, at the publication of this press release. The below persons may be contacted for further information.
Acarix was established in 2009 and is listed on Nasdaq First North Premier Growth Market (ticker: ACARIX). Acarix’s CADScor®System uses an advanced sensor placed on the skin above the heart to listen to the sounds of cardiac contraction movement and turbulent flow. It has been designed to be an all-in-one system in the sense that the heart signal will be recorded, processed, and displayed as a patient specific score, the CAD-score, on the device screen. Readout is obtained in less than 10 minutes. Safe and suitable for use in both out- and inpatient settings, the CADScor®System thus has the potential to play a major role in patient triage, avoiding the need for many patients to undergo stressful invasive diagnostic procedures. Wildeco Ekonomisk Information AB (+46 8 545 271 00, email@example.com) is Certified Adviser to Acarix. For more information please visit www.acarix.com.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acarix in any jurisdiction, neither from Acarix nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Redeye is acting for Acarix in connection with the Rights Issue and no one else and will not be responsible to anyone other than Acarix for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth prospectus, has been prepared by the Company and published on the Company's web page.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Acarix have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Acarix may decline and investors could lose all or part of their investment; the shares in Acarix offer no guaranteed income and no capital protection; and an investment in the shares in Acarix is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Acarix.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Acarix and determining appropriate distribution channels.
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