Boule Diagnostics raises approximately SEK 150 million through a significantly oversubscribed 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 30, 2022 – Boule Diagnostics AB (publ) (“Boule” or the “Company”) (Nasdaq Stockholm: BOUL) announced on October 3, 2022, that the Board of Directors had resolved to carry out a fully secured issue of shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on November 1, 2022. Today, Boule hereby announces that the Rights Issue was significantly oversubscribed. Through the Rights Issue, Boule will receive proceeds amounting to approximately SEK 150 million before transaction costs.
The result of the Rights Issue shows that 19,197,849 new shares, corresponding to approximately 98.9 percent of the Rights Issue, have been subscribed for with subscription rights. Additionally, 13,919,915 shares, corresponding to approximately 71.7 percent of the Rights Issue, were subscribed for without subscription rights of which 218,703 shares, corresponding to approximately 1.1 percent of the Rights Issue, have been allotted to investors that have subscribed for shares without subscription rights. The Rights Issue is thus oversubscribed, and Boule will receive approximately SEK 150 million before transaction costs.
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.
Boule’s CEO Jesper Söderqvist comments:
“I am very grateful for the continued support from our current shareholders and pleased to see the strong interest from new investors. The capital raised enables us to realize our long-term strategic plan and create the pre-requisites for Boule, our employees and partners to secure long-term profitable growth. We will renew and expand our product portfolio in the coming years so that we can continue to develop Boule and our partners’ business and offer hematology tests to more patients globally. An exciting future awaits, even though the world today is turbulent.”
As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent on or about November 30, 2022. Subscribed and allotted shares must be paid in cash in accordance with the instructions in the contract note. The allotment of shares subscribed for without preferential rights has been carried out in accordance with the allotment principles set out in the prospectus published by Boule on November 10, 2022. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.
Following the Rights Issue, Boule’s share capital will increase by a maximum of approximately SEK 4,854,138 from SEK 4,854,138 to approximately SEK 9,708,276, and the number of shares in Boule will increase by 19,416,552 new shares, resulting in the total number of shares increasing from 19,416,552 shares to 38,833,104 shares.
BTA will be subject to trading on Nasdaq Stockholm until the Rights Issue has been registered with the Swedish Companies Registration Office (the “SCRO”) and BTA has been converted into shares. The last day of trading with BTA is expected to occur on December 12, 2022.
The shares subscribed for with subscription rights are expected to be registered with the SCRO on or about December 14, 2022 and are expected to begin trading on Nasdaq Stockholm on or about December 14, 2022.
The shares subscribed for without subscription rights are expected to be registered with the SCRO on or about December 14, 2022 and are expected to begin trading on Nasdaq Stockholm on or about December 14, 2022.
Advisors
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
This information is information that Boule Diagnostics AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on November 30, 2022, at 08.00 CET.
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
Important information
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 has only been made through the prospectus.
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. To assert the contrary is a criminal act in the USA.
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. In any EEA Member State, other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
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.
