July 20, 2020
JonDeTech Sensors AB (publ) ("JonDeTech" or the "Company") announces today that the board of directors has resolved to carry out a 100% underwritten rights issue of MSEK 36.45 as well as to carry out a directed share issue of MSEK 18.45. Both share issues are carried out at a subscription price of SEK 10.00 per share. The rights issue requires approval by an extraordinary general meeting, which is planned to be held on 10 August 2020.
Background and reasons
In 2019, JonDeTech launched a new focused Go-To-Market strategy with the aim to reach market acceptance with some of the world's largest and most successful Original Design Manufacturers (ODMs) and component manufacturers. This strategy has resulted in three different development projects with one of the world's largest ODMs, OFILM. The cooperations within biometric locks, temperature measurement using mobile phones and presence detection via laptop computers constitute, each individually as well as jointly, great opportunities for JonDeTech to reach a strong position within the high volume market for consumer electronics.
The rights issue and the directed issue are carried out with the purpose of creating financial space and conditions to implement the Company's growth potential and in the long term to create value for the shareholders. The Company intends to primarily use the funds to (i) further develop the Company's Go-To-Market strategy, (ii) strengthen the Company's presence in Asia, (iii) develop the Company's manufacturing capacity and (iv) strengthen the Company's product portfolio, (v) strengthen the organisation and (vi) new patents.
Terms and conditions of the share issues
The board of directors of JonDeTech has resolved to within short issue a notice to convene an extraordinary general meeting to be held on 10 August 2020 and to propose the extraordinary general meeting to resolve to issue no more than 3,645,166 shares with preferential rights for existing shareholders. Detailed terms of the rights issue will be included in the notice to the extraordinary general meeting as well as in the prospectus expected to be published on 28 August 2020.
Further, the board of directors has, based on the authorization of the annual general meeting held on 26 May 2020, resolved to carry out a share issue of no more than 1,845,000 shares directed to a limited number of professional and institutional investors at the same subscription price as in the rights issue, i.e. at a subscription price of SEK 10.00 per share. The reason for deviating from the preferential right of the shareholders is to provide fast and cost-efficient funding to the Company.
The rights issue is expected to increase the Company's share capital with no more than SEK 139,309,26 through issuing of no more than 3,645,166 shares and the directed share issue will increase the Company's share capital with no more than SEK 70,511.35 through the issue of no more than 1,845,000 shares. The share capital of the Company is expected to increase in total with no more than SEK 209,820.61 through the issuing of no more than 5,490,166 shares, which corresponds to approximately 21% of outstanding shares after the share issues. The combined share issues are expected to provide MSEK 54.90 in total to the Company (before costs related to the transactions).
The subscription price is determined at SEK 10,00 per share, which represents a discount of approximately 20.3% compared to the closing price of the share on First North on 17 July 2020, the last day of trading before the resolution to carry out the share issues.
The terms and conditions as well as the price in the share issues and underwriting undertakings have been determined based on negotiations with investors and the terms which the board of directors considers that the transactions can be carried out on in view of current market conditions.
Underwriting undertakings and lock-up undertakings
A number of the subscribers in the directed share issue has entered into agreements to subscribe for shares not otherwise subscribed for in the rights issue, up to an amount of SEK 36,451,660, meaning that 100% of the rights issue is covered by underwriting undertakings. Additionally, the subscribers have committed not to sell their shares prior to the rights issue and to support the rights issue at the extraordinary general meeting (further details will be provided in connection with the notice to the extraordinary general meeting).
Commission for the underwriting undertakings (no commission will be paid for any shares subscribed for with preferential rights) shall either be received as (i) a cash amount corresponding to 10% of the amount covered by the underwriting undertaking or (ii) in the form of shares corresponding to 12% of the number of shares covered by the underwriting undertaking. The underwriters have the right to choose which type of commission they shall receive, provided however, that the shares under the share-based alternative must be permissible under an authorisation to issue shares available to the board of directors at the relevant time (if not, the underwriters will automatically receive the cash alternative). The board of directors has, with the purpose of enabling the share-based alternative, resolved to propose that the extraordinary general meeting resolves to adopt a new issue authorization for the board of directors, which shall correspond to the issue authorization approved by the annual general meeting on 26 May 2020.
Full information relating to the rights issue will be included in the prospectus which is intended to be published on or around 28 August 2020.
Preliminary timetable for the rights issue
· 10 August Extraordinary General Meeting
· 28 August Record date for participation in rights issue
· 28 August Publication of prospectus
· 1-15 September Subscription period
Further details relating to the timetable will be communicated in connection with the issuing of notice to convene the extraordinary general meeting.
Naventus Corporate Finance is the financial advisor of the Company and Roschier is the legal advisor of the Company in connection with the share issues.
About Naventus Corporate Finance AB
Naventus Corporate Finance is an independent privately-held financial advisor offering services relating to qualified advice regarding IPOs, capital raises and M&A to listed and unlisted companies and their owners. www.naventus.com