Press release from Companies
Publicerat: 2024-11-12 21:49:50
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE. The Board of Directors of Phase Holographic Imaging PHI AB ("PHI" or the "Company") has today resolved on a rights issue of shares, with preferential rights for the Company’s existing shareholders, of approximately SEK 64.3 million before deduction of issue related costs, subject to approval by the extraordinary general meeting to be held on 2 December 2024 (the "Rights Issue"). The purpose of the Rights Issue is to fund a strategic development plan and to strengthen the Company's capital structure by repayment/off-setting of outstanding loans. The Rights Issue is secured in writing by the main shareholder Altium SA (“Altium”) and a consortium of external qualified underwriters through pre-subscription- and underwriting commitments, totalling 100 percent. Altium has entered into a customary lock-up agreement corresponding to 100 percent of Altium’s shareholdings for a period of six months following the Rights Issue. Notice for the extraordinary general meeting will be published through a separate press release. In connection with the Rights Issue, PHI has engaged Navia Corporate Finance AB as the financial advisor and Sole Bookrunner.
Goran Dubravčić, Chairman of PHI and CEO of Altium, comments
“As Chairman of the Board of PHI and CEO of Altium, I am pleased to announce Altium’s continued strong commitment and support for PHI in connection with the capitalization. We view this rights issue as an important step in supporting the company in its growth journey, particularly in light of the strong shared vision we have for driving PHI’s global expansion. Our long-term strategy has always been to actively support the company, and as both the largest shareholder and global distribution partner of PHI, we play a key and strategically important role. Through our global distribution agreement, we are responsible for driving the sales and establishing PHI's products in markets around the world. This agreement is a key component of our joint strategy to maximize PHI’s global reach and business opportunities.
As a testament to our commitment, we will be participating extensively in the rights issue and make a substantial investment, which further strengthens our partnership and trust in PHI. We believe in the company’s potential and in the positive impact our global distribution agreement will have in accelerating growth internationally. We look forward to continuing to drive success for PHI through a strong partnership built on our long-term commitment and our shared vision to capture global markets. The rights issue provides the necessary resources to ensure PHI’s continued development and create value for both shareholders and our partners worldwide.
Altium remains a solid partner to PHI, and we are confident that the rights issue will contribute to strengthening both PHI’s and shareholders' long-term value”, says Goran Dubravčić, Chairman of PHI and CEO of Altium.
Anders Månsson, new CEO of PHI, comments
“I am very excited, as the new CEO of PHI, to lead PHI through this important phase of our growth journey. The rights issue now being conducted is a strategic move to strengthen our financial position and ensure the resources needed to take the next steps in our development.
We are particularly grateful for the long-term and strong partnership with our largest shareholder, Altium, who not only is our largest shareholder but also a key partner responsible for our global distribution. Their decision to fully participate in the rights issue with a substantial investment provides us with both financial support and continued confidence in the market.
Together with our dedicated team and strategic partners, I look forward to building on the successes we have achieved so far and creating long-term value for our shareholders and customers”, says Anders Månsson, new CEO of PHI.
Summary
Motive and use of proceeds
PHI is carrying out the Rights Issue to invest in the Company’s strategic development plan (see below) and to strengthen the Company’s capital structure. After the Rights Issue, PHI will be debt free from all interest-bearing liabilities which will put PHI in a strong position towards stakeholders such as customers, suppliers and potential external strategic investors. The Rights Issue will provide the Company with approximately SEK 64.3 million before deduction of issue related costs, which are estimated to amount to approximately SEK 9.6 million (of which approximately SEK 5.3 million refers to underwriting fees, provided that all underwriters desire to receive cash compensation).
It is the Board's assessment that the net proceeds from the Rights Issue are sufficient to finance the Company's ongoing operations and plans until at least Q1 2026.
Strategic development overview and objectives
Sales improvement initiatives – PHI recognizes the need to enhance its sales performance through more effective support for distributors. Although the current HoloMonitor® (M4) is only applicable to the pre-clinical market segment, further optimization of the sales process is expected to yield improved outcomes.
HoloMonitor® Product Line Development – PHI will continue advancing the HoloMonitor® product line, increasing the emphasis on AI support for the system, aiming to have a clinically applicable HoloMonitor® model ready by the end of 2025.
Soliciting partnerships with manufacturers – Discussions will be initiated with major manufacturers of cell processing equipment to establish a global partnership. This collaboration aims to integrate the HoloMonitor® system into larger company systems for cell processing, potentially leading to mergers and acquisitions opportunities as well as licensing agreements.
Below is a summary of the Company's objectives for the coming two years.
2025
First half-year
Second half-year
2026
First half-year
Second half-year
Terms for the Rights Issue
The Board has today, subject to the approval of the extraordinary general meeting, resolved on the Rights Issue, which contains a maximum of 35,729,342 new shares. PHI’s existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.
One (1) existing share in the Company on the record date 4 December 2024 entitles to one (1) subscription right. Thirteen (13) subscription rights entitle the holder to subscribe for seventeen (17) new shares in PHI. The subscription price in the Rights Issue has been set to SEK 1.80 per new share.
Subscription of shares must take place during the subscription period that runs from and including 6 December 2024, until and including 20 December 2024. Subscription rights that are not exercised during the subscription period become invalid. Trading in subscription rights is expected to take place on Spotlight Stock Market from and including 6 December 2024, until and including 17 December 2024. Trading in BTA (Paid Subscribed Share) is expected to take place during the period from and including 6 December 2024, until the Rights Issue is registered with the Swedish Companies Registration Office (expected beginning of January 2025).
The Rights Issue will increase the share capital by SEK 7,145,868.40, from SEK 5,464,487.60 to SEK 12,610,356.00 and the total number of shares will increase by 35,729,342 shares, from 27,322,438 shares to 63,051,780 shares. Existing shareholders who do not participate in the Rights Issue will recognize a dilution effect of approximately 57 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue. Shareholders who do not participate in the Rights Issue can partially compensate themselves for the financial dilution effect by selling their subscription rights no later than 17 December 2024.
Pre-subscription and underwriting commitments
The Rights Issue has been secured in writing by the main shareholder Altium and a consortium of external qualified underwriters, to a total of 100 percent, through pre-subscription and underwriting commitments. The pre-subscription commitment amounts to approximately SEK 15.2 million, which corresponds to approximately 23.6 percent of the Rights Issue, and which is equal to Altium’s pro-rata holdings in PHI. The pre-subscription will partially consist of offsetting of outstanding loans from Altium to PHI. The underwriting commitments are divided into a top-down underwriting (from 100 percent down) from Altium, amounting to approximately SEK 20.5 million, corresponding to approximately 31.8 percent of the Rights Issue and equal to the convertible loan amount (and its accumulated interest) from Altium, and a bottom underwriting tranche from external qualified underwriters totalling approximately SEK 28.7 million, corresponding to approximately 44.6 percent of the Rights Issue and stemming from the pre-subscribed level of 23.6 percent up to the top-down underwriting.
For the bottom underwriting commitment, an underwriting fee of 10 percent in cash or 13 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. For the top-down underwriting commitment, an underwriting fee of 12 percent in cash or 15 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. No compensation is paid for the pre-subscription commitment that has been submitted.
The pre-subscription and underwriting commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Lock up
Altium has, through a lock-up agreement, with Navia Corporate Finance AB as counterparty, undertaken, with customary exceptions, not to sell any of the existing shareholding or such shareholding that is acquired through subscription in the Rights Issue, for a period of six months after the completion of the Rights Issue.
Exemption from mandatory bid
The main shareholder Altium, whose shareholdings in the Company correspond to approximately 23.6 percent of the capital and votes of PHI, has through a pre-subscription commitment undertaken to subscribe for its pro-rata part in the Rights Issue and have also entered a top-down underwriting commitment. If the underwriting commitment is fully exercised, Altium’s ownership of shares and votes in PHI will increase to over 30 percent. Altium has by the Swedish Securities Council (Swe: Aktiemarknadsnämnden) been granted exemption from the mandatory bid requirements if its shareholdings would amount to or exceed 30 percent of the number of votes in the Company because of Altium’s participation in the Rights Issue.
The exceptions are conditional upon that 1) the shareholders who will approve the Board's decision on the Rights Issue are informed of the maximum ownership of capital and votes that Altium can obtain by subscribing for shares in excess of their pro-rata part and that 2) the general meeting's decision on the Rights Issue is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, whereby shares held and represented at the meeting by Altium shall be disregarded. The maximum ownership of the shares and votes in PHI that Altium can receive if the top-down underwriting is fully allocated is approximately 39 percent (including Altium’s existing holdings in the Company).
Approval at the extraordinary general meeting
The extraordinary general meeting to approve the Board’s resolution on the Rights Issue is planned to be held on 2 December 2024. Notice for the extraordinary general meeting will be published via a separate press release.
Plan for incentive program
The Board of Directors plans to propose that a general meeting resolves on an incentive program for the management and other key personnel. The specific details for the planned incentive program have however not been finalized in order for the resolution to be included in the forthcoming extraordinary general meeting that is to decide on the Rights Issue.
Indicative timeline for the Rights Issue
Prospectus
A prospectus containing full terms and conditions for the Rights Issue will be published via a separate press release no later than the day before the subscription period begins and will be available on the Company's website (www.phiab.com) and on Spotlight Stock Market (www.spotlightstockmarket.com).
Information to investors under the Screening of Foreign Direct Investment Act (2023:560)
As the Company may conduct activities worthy of protection in accordance with the Screening of Foreign Direct Investment Act (2023:560), certain investments in the Rights Issue may require examination by the Inspectorate for Strategic Products. For more information, please visit the Swedish Inspectorate for Strategic Products' website, www.isp.se or contact the Company.
Advisors
Navia Corporate Finance AB is the financial advisor and Sole Bookrunner in connection with the Rights Issue. HWF Advokater AB is the legal advisor. Nordic Issuing AB is the issuing agent.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se
Website: www.naviacorporatefinance.com
Important information
This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights, BTAs or other securities in Phase Holographic Imaging PHI AB and investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus that will be made public before the start of the subscription period in the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, subscription rights, BTAs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require additional prospectus, registration or other measures than under Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.
Neither shares, subscription rights, BTAs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intends", " estimates", "expects", "may", "plans", "believes", " anticipates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development, and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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 required by law or the rules of Spotlight Stock Market.
This disclosure contains information that Phase Holographic is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 12-11-2024 21:50 CET.
For more information about PHI, please contact:
Anders Månsson
E-mail: ir@phiab.com
Web: www.phiab.com – Live cell imaging & analysis
About PHI
Phase Holographic Imaging (PHI) is a medical technology company that develops and markets its non-invasive time-lapse imaging instruments for long-term quantitative analysis of living cells. The foundation of PHI’s current commercial HoloMonitor® products is Quantitative Phase Imaging (QPI) technology — an innovative approach to cell quality evaluation. QPI offers detailed analysis of cell characteristics without harming the cells, avoiding the limitations of traditional measurement methods. PHI is actively focusing on business development to expand from pre-clinical research to the clinical market and the emerging regenerative medicine field. PHI envisions transforming live cell analysis and establishing QPI as a standard for cell quality control, making future cell therapies safe, affordable, and accessible for patients. PHI is based in Lund, Sweden, Boston, MA and Winston-Salem, NC.
