Boule Diagnostics publishes prospectus in connection with its Rights Issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Stockholm, Sweden, November 10, 2022 – On October 3, 2022, Boule Diagnostics AB (publ) (“Boule” or the “Company”) (Nasdaq Stockholm: BOUL) announced that the Board of Directors resolved, subject to approval by an Extraordinary General Meeting, on an issue of shares of approximately SEK 150 million with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by the Extraordinary General Meeting held on November 1, 2022. A prospectus that has been prepared in connection with the Rights Issue has today, November 10, 2022, been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (“SFSA”) and is available on Boule’s website http://www.boule.com, as well as on Pareto Securities’ website http://www.paretosec.com.
Publication of the prospectus
Complete information about the Rights Issue is included the prospectus that has been prepared by the Board of Directors of the Company and that today, November 10, 2022, has been approved by the SFSA. The prospectus is available on the Company’s website (http://www.boule.com) and on Pareto Securities’ website (http://www.paretosec.com). The prospectus will also be available on SFSA’s website (http://www.fi.se/sv/vara-register/prospektregistret/) within a few days.
The purpose of the Rights Issue is to finance the completion of the new product platform, regulatory processes related to launches as well as commercialization of the new hematology platform, including a new advanced 5-part system, a new 3-part system and a cloud connectivity solution.
Subscription forms for subscription without preferential rights will be available on the Company’s website and Aktieinvest FK AB:s website. Subscription for new shares without preferential rights can also be made with Swedish BankID or Nordic eID via http://www.aktieinvest.se/emission/boule2022.
The Rights Issue in summary
- Shareholders in Boule have the preferential right to subscribe for one (1) new share per every one (1) existing share, i.e. a subscription ratio of 1:1.
- The subscription price is SEK 7.70 per share.
- Trading in subscription rights takes place during the period November 14 – November 23, 2022.
- The subscription period runs during the period November 14 – November 28, 2022.
Investors are referred to the prospectus for complete information regarding the Rights Issue.
Pareto Securities AB acts as Sole Manager and Bookrunner in connection with the Rights Issue. Cirio Advokatbyrå AB acts as legal adviser to Boule, and Baker & McKenzie Advokatbyrå KB acts as legal adviser to Pareto Securities AB in connection with the Rights Issue.
For more information, please contact:
Jesper Söderqvist, CEO and Group President, Boule Diagnostics AB, phone +46 (0)70-689 05 90
Annette Colin, CFO, Boule Diagnostics AB, phone +46 (0)70-319 06 76
About Boule Diagnostics AB
Boule Diagnostics AB is a global diagnostics company that develops, manufactures and markets instruments and consumable products for blood diagnostics. The company serves hospitals, clinics, laboratories and companies within blood diagnostics, in both human and veterinary hematology. The company operates via subsidiaries in Sweden, the USA, Mexico and Russia. The company products are sold globally through distributors, supported by Boule’s own local sales and support personnel. The Boule shares are listed on Nasdaq Stockholm since 2011. http://www.boule.com
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed share, subscription rights or other securities in Boule. No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden. An invitation to eligible persons to subscribe for shares in Boule will only be made through the prospectus.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that can be connected to an investment in shares or other securities in Boule. Any invitation to the persons concerned to subscribe for shares in Boule has only been made through the prospectus (the “Prospectus”) published by the Company on 10 November 2022. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website, http://www.boule.com. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the Prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the Prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Company’s securities. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares or other securities in the USA. No shares, paid subscribed share, subscription rights or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the prospectus.
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” (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.
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 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 the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company 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 the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The information was submitted for publication, through the agency of the contact person set out above, at 14:20 CET on November 10, 2022.
Boule Diagnostics publishes prospectus in connection with its Rights Issue