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Genetic Analysis AS (“GA” or the “Company”) announced on November 2, 2023, the intention to carry out a subsequent offering with gross proceeds of up to approximately NOK 9 million and 11,392,405 new shares with preferential rights for existing shareholders (the “Subsequent Offering”). On November 20, 2023, an extraordinary general meeting (the “EGM”) resolved to authorise the Board of Directors to decide on the Subsequent Offering by granting an authorisation to increase to Company’s share capital by issuing new shares in connection with the Subsequent Offering. Today, November 30, 2023, the Board of directors has resolved on the record date, the subscription period and the terms and conditions for the Subsequent Offering which hereby are announced. Shareholders in the Company as of December 5, 2023, as registered in the Company’s shareholders’ register with Euronext Securities Oslo on December 7, 2023 (the record date), will receive tradable subscription rights that, subject to any restrictions under applicable law, give preferential rights to subscribe for, and be allocated, offer shares in the Subsequent Offering in proportion to their shareholding in the Company on the record date, except for shareholders (i) who were allocated shares in the Company’s directed issue announced on November 2, 2023, who will only receive subscription rights for any net increase in registered holdings of shares in the Company between November 6, 2023, and December 7, 2023, caused by acquisitions of existing shares, and/or (ii) who are resident in a jurisdiction where the Subsequent Offering would be unlawful or would (in jurisdictions other than Sweden) require any prospectus, registration, filing or similar document or action. The Subsequent Offering consists of maximum of up to 11,392,405 new shares. One subscription right gives preferential right to subscribe for, and be allocated, one share in the Subsequent Offering. Eligible shareholders will receive a minimum of 0.29823 subscription rights per existing share registered as held on the record date. The Company intends to communicate the exact and final number of subscription rights received per existing share on December 8, 2023. The subscription price is NOK 0.79 per new share, which corresponds to an issue amount in the Subsequent Offering of approximately NOK 9 million before the deduction of issue costs. The subscription price in the Subsequent Offering is equal to the subscription price in the directed issue announced on November 2, 2023. The formal issue decision regarding the Subsequent Offering will be made by the Company’s board of directors after completion of the subscription period pursuant to the authorization from the EGM.
The Subsequent Offering in brief
- The Subsequent Offering consists of maximum of 11,392,405 new shares in the Company.
- Shareholders in the Company as of December 5, 2023, as registered in the Company’s shareholders’ register with Euronext Securities Oslo on December 7, 2023 (the record date), will receive tradable subscription rights that, subject to any restrictions under applicable law, give preferential rights to subscribe for, and be allocated, offer shares in the Subsequent Offering in proportion to their shareholding in the Company on the record date, except for shareholders (i) who were allocated shares in the Company’s directed issue announced on November 2, 2023, who will only receive subscription rights for any net increase in registered holdings of shares in the Company between November 6, 2023, and December 7, 2023, caused by acquisitions of existing shares, and/or (ii) who are resident in a jurisdiction where the Subsequent Offering would be unlawful or would (in jurisdictions other than Sweden) require any prospectus, registration, filing or similar document or action.
- One subscription right gives preferential right to subscribe for, and be allocated, one share in the Subsequent Offering. A minimum of 0.29823 subscription rights will be received per existing share registered as held by eligible shareholders on the record date. The aggregate number of subscription rights granted to each eligible shareholder will be rounded down to the nearest whole subscription right. The Company intends to communicate the exact and final number of subscription rights received per existing share on December 8, 2023. Oversubscription will be allowed for holders of subscription rights. Subscription without subscription rights will not be permitted.
- The subscription price is NOK 0.79 per new share, which corresponds to a maximum issue amount in the Subsequent Offering of approximately NOK 9 million before the deduction of issue costs. The subscription price in the Subsequent Offering is equal to the subscription price in the directed issue announced on November 2, 2023.
- The subscription period runs from December 11, 2023 to December 22, 2023 at 12:00 hours (CET).
- The last day of trading in the Company’s shares including the right to receive subscription rights in the Subsequent Offering is December 5, 2023. The first day of trading in the Company’s shares excluding the right to receive subscription rights in the Subsequent Offering is December 6, 2023.
- Trading in subscription rights will take place on Spotlight Stock Market during the period from December 11, 2023, to and including December 20, 2023.
- Shares in the Subsequent Offering will not be traded until the registration of the share capital increase with the Norwegian Business Register (No. Foretaksregisteret) and the shares have been delivered. Accordingly, allotment, registration and trading will not be made in any securities through Euronext Securities Oslo corresponding to Swedish paid and subscribed shares (BTA).
- On November 2, 2023, the Company announced a directed share issue, subject to approval by the EGM. On 20 November 2023, the EGM resolved to carry out the directed issue of shares to a group of existing shareholders, including the Company’s main owner Bio-Rad Laboratories, and to members of the Company’s Board of Directors and management. The motive of the Subsequent Offering is to reduce the dilution effect from the directed issue and to raise additional financing for the Company’s continued expansion and growth plan in accordance with the updated milestones announced on November 2, 2023.
- The formal issue decision regarding the Subsequent Offering will be made by the Company’s board of directors after the completion of the subscription period pursuant to the authorization from the EGM.
- An information memorandum containing complete terms and conditions for the Subsequent Offering is expected to be published around December 8, 2023.
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