Rights Issue 2023

The Rights Issue in brief

  • The Board of Directors of Toleranzia has, with authorization from the general meeting on 7 June 2023, resolved to carry out the Rights Issue of a maximum 110,315,231 units, corresponding to 110,315,231 shares and 110,315,231 warrants of series TO4.
  • If fully subscribed, the Rights Issue would provide Toleranzia with approximately SEK 55 million before issue costs.
  • In the event of full subscription and full exercise of all warrants of series TO4 in conjunction with offered units, the Company may be provided with an additional maximum of approximately SEK 55 million.
  • The Rights Issue is covered to approximately 47 per cent by subscription commitments.
  • All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date, 25 August 2023. One (1) unit right gives the right to subscribe for one (1) unit. One (1) unit consists of one (1) newly issued share and one (1) warrant of series TO4. The subscription price per unit is SEK 0.50, corresponding to SEK 0.50 per share. The warrants are issued free of charge.
  • The subscription period for the Rights Issue will run from 30 August 2023 until 13 September 2023.
  • In addition, the board may decide on an over-allotment issue in the form of a directed new issue of a maximum 11,031,523 units, provided that the Rights Issue is fully subscribed.

Terms for the Rights

Issue
The Board of Directors of Toleranzia AB has resolved on the Rights Issue, with authorization from the general meeting on 7 June 2023, in accordance with the following main terms:

  • All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date, 25 August 2023. One (1) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of one (1) share and one (1) warrant of series TO4. The subscription price per unit is SEK 0.50, corresponding to SEK 0.50 per share (the warrants are issued free of charge)
  • The Rights Issue entails an issue of a maximum of 110,315,231 units, corresponding to 110,315,231 shares and 110,315,231 warrants of series TO4.
  • Upon full subscription in the Rights Issue, the Company receives initially approximately SEK 55 million before issue costs.
  • The subscription period for subscription of units will run from 30 August 2023, up to and including 13 September 2023.
  • Through the Rights Issue, the share capital may increase initially by a maximum of SEK 13,789,403.875, from SEK 13,789,403.875 to SEK 27,578,807.750, and the number of shares can increase with maximum of 110,315,231 shares from 110,315,231 shares to 220,630,462 shares.
  • Upon full exercise of the warrants of series TO4 covered by the Rights Issue, the share capital may increase by an additional SEK 13,789,043.875 and the number of shares may increase with additional 110,315,231 shares.
  • Upon full subscription in the Rights Issue and full subscription of the warrants of series TO4 the share capital will amount to SEK 41,368,211.625 and the number of shares will amount to 330,945,693.
  • Shareholders in the Company that does not subscribe for units in the Rights Issue will be diluted initially by approximately 50 per cent.

Warrants of series TO4

  • Every warrant of series TO4 gives the right to subscribe for one (1) new share in the Company. The subscription price for subscription of shares with the support of warrants of series TO4 amounts to SEK 0.50.
  • The exercise period for subscription of shares with the support of the warrants of series TO4 will run from 7 October 2024, up to and including 21 October 2024.
  • In the event of full subscription and full exercise of all warrants of series TO4 in conjunction with offered units, the Company may be provided with an additional maximum of approximately SEK 55 million.
  • The maximum increase of share in the Company due to subscription in the Rights Issue and full subscription of attached warrants TO4 can mean further dilution of approximately 33.33 per cent.
  • The warrants of series TO4 are intended to be admitted to trading on the Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.

Preliminary timetable

23 August 2023
Last day of trading in Toleranzia’s shares including the right to receive unit rights

24 August 2023
Last day of trading in Toleranzia’s shares excluding the right to receive unit rights

25 August 2023
Record date for obtaining unit rights. Shareholders who are registered in the share register kept by Euroclear Sweden AB on this day, receive unit rights for participation in the Rights Issue.

30 August 2023 – 8 September 2023
Trading with unit rights on Nasdaq First North Growth Market

30 August 2023 – 13 September 2023
Subscription period for the Rights Issue

30 August 2023 – 2 Oktober 2023
Trading with BTU on Nasdaq First North Growth Market

15 September 2023
Estimated date for publication of issue results

 

Prospectus (.pdf in Swedish)

Teaser (.pdf in Swedish)

Conditions TO4 (.pdf in Swedish)

Instructions for subscription (.pdf in Swedish)

Annual report 2022 (.pdf in Swedish)

Annual report 2021 (.pdf in Swedish)

Interim report second quarter 2023 (.pdf in Swedish)

Interim report second quarter 2022 (.pdf in Swedish)

Articles of Association (.pdf in Swedish)

Important Information

Toleranzia AB (“the Company”) has, due to legal restrictions, limited the availability of this part of the website. We therefore ask you to take note of the following information and provide the following confirmation each time you wish to access these web pages. Please note that the terms and conditions below may be changed or updated, and it is therefore important that you read them each time you visit this site.

The information on this part of the Company’s website is not intended for, and may not, directly or indirectly, in whole or in part, be accessed by or distributed or disseminated to persons residing or located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (“United States”), Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, South Africa or any other jurisdiction where such action is subject in whole or in part to legal restrictions, or would require additional prospectus, registration or other measures than those required by Swedish law. The information on the websites does not constitute an offer of shares, subscription rights, paid-up subscribed shares or shares issued by the Company (“Securities”) to any person in the said jurisdictions. Nor may the information on the websites be transmitted or reproduced in a manner that is contrary to such restrictions or would impose such requirements.

No Securities have been or will be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed, exercised, pledged, sold, resold, assigned, delivered, or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to any exemptions accepted by the Company.

The Company reserves the right to accept subscription from a person who is located in or is registered in a jurisdiction where participation would otherwise require additional prospectuses, registration or other measures than those required by Swedish law.

Within the European Economic Area (“EEA”), no offer to the public of Securities will be made in any country other than Sweden. In other member states of the European Union (“EU”), such an offer may only be made in accordance with the exemptions in the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other EEA countries that have implemented the Prospectus Regulation into national law, such an offer may only be made in accordance with the exemption in the Prospectus Regulation and in accordance with any relevant implementing measure. In other EEA countries that have not implemented the Prospectus Regulation into national law, such an offer may only be made in accordance with the applicable exemption in national law.

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