NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Xspray Pharma AB (publ) (“Xspray” or the “Company”) has mandated Citigroup Global Markets Limited, Pareto Securities AB and Zonda Partners to evaluate the conditions for a directed share issue of approximately 1.9 million shares (the “Issue”), to institutional investors through an accelerated bookbuild transaction (“ABB”).
Based on the shareholder authorisation granted by the annual general meeting on 14 May 2020, the Issue will be carried out with deviation from shareholders’ preferential rights. The Issue is intended to be carried out through an ABB, for which the bookbuilding will commence immediately. Pricing and allocation of the new shares are expected to take place before the beginning of trading on Nasdaq Stockholm at 09:00 CEST on 21 October 2020. The timing of closing, pricing and allocation of the bookbuilding is at the discretion of the Company. The Company will announce the outcome of the Issue when the bookbuilding has been completed in a subsequent press release.
The Company believes that using the flexibility provided by a non-pre-emptive placing is the most appropriate transaction structure in order to raise capital in a time- and cost-effective manner, whilst also further diversifying and strengthening the Company’s shareholder base.
The Company intends to use the net proceeds from the Issue to:
In connection with the Issue, the Company has agreed to a lock-up undertaking on future share issuance for a period of 90 days, subject to customary exceptions. In addition, the management and Board of Directors have undertaken not to sell any shares in Xspray during the same period, subject to the right to sell shares to cover tax liabilities and to exercise holdings in the Company’s incentive program and subject to customary exceptions.
Citigroup Global Markets Limited, Pareto Securities AB and Zonda Partners are acting as Joint Bookrunners in connection with the Issue. Vinge is acting as legal advisor to the Company.