Exercise of the overallotment option in Implantica and end of stabilisation period
STOCKHOLM, Sept. 30, 2020 /PRNewswire/ -- NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE READ "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
Pareto Securities AB ("Pareto" or the "Global Coordinator and Sole Bookrunner") exercises the overallotment option of 2,538,461 Swedish Depository Receipts ("SDRs") in Implantica AG ("Implantica" or the "Company"). As a consequence thereof, the stabilisation period has now ended. No stabilisation measures have been nor will be carried out.
In connection with the listing of Implantica's SDRs (the "Offering"), the Company granted an overallotment option to the Global Coordinator and Sole Bookrunner, which entitles Pareto to acquire up to 2,538,461 additional SDRs in the Company, corresponding to up to 15 percent of the total number of SDRs encompassed by the Offering, in order to cover any overallotment in the Offering. The Global Coordinator and Sole Bookrunner has today requested to exercise the overallotment option in full.
As a consequence of the exercise of the overallotment option, Implantica has resolved to issue 2,538,461 SDRs (at a price corresponding to the issue price in the Offering, SEK 65.00 per SDR), after which the total number of outstanding shares in Implantica amounts to 109,461,537 (of which 53,211,537 are class A shares and 56,250,000 are class B shares). Consequently, the Offering comprised in total 19,461,537 SDRs, corresponding to the same number of newly issued class A shares in the Company, including the overallotment option. The Company will thereby be provided with additionally approximately SEK 165 million, which means that the Company has been provided in total with approximately SEK 1 265 million as a result of the Offering and the Over-allotment option, before issue expenses.
As announced in connection with the offering regarding subscription for SDRs in Implantica and the listing of the SDRs on Nasdaq First North Premier Growth Market, Pareto had the option, acting as stabilisation manager, to carry out transactions aimed at supporting the market price of the SDRs at levels above those which might otherwise prevail in the market. No stabilisation measures have been carried out since the listing on 21 September 2020 and due to Implantica's share price development, Pareto has decided to end the stabilisation period in advance.
Pareto Securities is the Global Coordinator and Sole Bookrunner in the Offering. Baker McKenzie is the legal advisor to Implantica as to Swedish and Swiss law and Roschier is the legal advisor to Pareto Securities in the Offering.
This information is such information Implantica AG is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by Implantica AG's news distributor Cision at the publication of this press release. The responsible person below may be contacted for further information.
For further information, please contact:
Nicole Pehrsson, Investor Relations, Implantica
Telephone (CH): +41 (0)79 335 09 49
Implantica is a medtech group with operations within the implantable medical device and eHealth markets. The Company's lead product RefluxStopTM is a passive CE-marked implant for prevention of gastroesophageal reflux. Current surgical gastroesophageal reflux disease ("GERD") treatments function by compressing the food passageway, giving rise to various adverse complications. RefluxStopTM has a completely different design thesis, which achieves better results without the complications associated with existing surgical GERD treatments. The Company believes RefluxStopTM has the potential to spur a paradigm shift in GERD treatments. In addition to RefluxStopTM, the Company has an extensive product pipeline that is expected to further support Implantica's growth in the coming years.
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 Implantica in any jurisdiction, neither from Implantica nor from someone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus in connection with the Offering has been prepared and published by the Company on the Company's web page.
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. Pareto Securities is acting for Implantica in connection with the Offering and no one else and will not be responsible to anyone other than Implantica for providing the protections afforded to its clients nor for giving advice in relation to the Offering 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 the Unites States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland 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.
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 Premier 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 SDRs in Implantica have been subject to a product approval process, which has determined that the SDRs 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 SDRs in Implantica may decline and investors could lose all or part of their investment; the SDRs in Implantica offer no guaranteed income and no capital protection; and an investment in the SDRs in Implantica 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 Offering.
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 SDRs in Implantica.
Each distributor is responsible for undertaking its own target market assessment in respect of the SDRs in Implantica and determining appropriate distribution channels.
 Implantica AG is a Liechtenstein limited liability company.
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Exercise of the overallotment option in Implantica and end of stabilisation period