Vicore publishes prospectus and new financial information contained in the prospectus

2018-09-18 | Regulatory

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SWITZERLAND, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES BESIDES THOSE REQUIRED BY SWEDISH LAW. ADDITIONAL RESTRICTIONS APPLY, SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Mölndal, 18 September 2018 – The Board of Directors in Vicore Pharma Holding AB (publ) (”Vicore” or the ”Company”) has prepared a prospectus in connection with the forthcoming share issue with preferential rights for Vicore’s shareholders. The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority. The prospectus, including complete terms and conditions, and application forms, are available on the Company’s website (www.vicorepharma.com) and Erik Penser Bank’s website (www.penser.se).

New financial information contained in the prospectus

The prospectus contains new information on how the recently acquired INIM Pharma AB and the distribution of shares in I-Tech AB affect the Company’s accounts. In conjunction with the acquisition of INIM, a Purchase Price Allocation (PPA) was prepared. Group surplus is allocated to goodwill (residual item). According to the PPA, the acquisition has an accounting effect by increasing the assets by 70.8 MSEK, which comprises of goodwill of 50.8 MSEK and the cash balance of 20.0 MSEK. Shareholders' equity increases by 70.8 MSEK. Since the acquisition is of strategic character, the amortization period for goodwill is 10 years. Amortization takes place from September 2018, which impacts the Group’s results with -0.4 MSEK per month, or -5.1 MSEK per year.

Furthermore, the dividend of 1,983,563 shares in I-Tech decreases the Group’s financial assets by approximately 40.7 MSEK as these solely consisted of the shareholding in I-Tech. Shareholders’ equity decreases by approximately 40.7 MSEK.

The rights issue in summary

Those registered as shareholders in Vicore on the record date, September 17, 2018, are entitled to receive subscription rights entitling to preferential rights to subscribe for shares in the rights issue. Each existing share entitles to one (1) subscription right. Three (3) subscription rights entitle to subscription of one (1) share. Insofar as new shares are not subscribed for with preferential rights, these shall be offered to shareholders and other investors that have applied for subscription of shares in Vicore. The subscription price has been set at SEK 10.00 per share, which implies that the rights issue will provide Vicore with SEK 82.4M before issue costs, by issuing a maximum of 8,240,002 shares. Shareholders who choose not to participate in the rights issue will be diluted by up to 25.0 percent, but may be able to economically compensate for the dilutive effect by selling their subscription rights.

In connection with the rights issue a number of existing shareholders have entered into subscription commitments or have declared their intention to subscribe for shares amounting to approximately SEK 57.7M, corresponding to approximately 70 percent of the rights issue.

The time plan in summary

  • Subscription period: September 19 – October 3, 2018
  • Trading in subscription rights: September 19 – October 1, 2018
  • Trading in paid subscribed shares (BTA): from September 19, 2018 until conversion of paid subscription shares to ordinary shares
  • Announcement of the outcome in the rights issue: around October 10, 2018
  • Conversion of paid subscribed shares to ordinary shares: Week 43

For further information, please contact:

Dr. Carl-Johan Dalsgaard, CEO: +46 709 759 863, carl-johan.dalsgaard@vicorepharma.com 

Vicorepharma

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General

Vicore Pharma Holding AB (“Vicore”) shall only process personal data in accordance with applicable data protection law and high industry standards.

 

Personal data.

Vicore processes personal data provided to us;
(i) by you in the day-to-day communications, or

(ii) in connection with entering into or performing an agreement or business arrangement with you, or
(iii) by a third party allowed by law or your consent.

The personal data may consist of contact and identification details and other information relevant to the situation.

 

Purpose.

Vicore process personal data for the purpose of communicating with you and to perform, manage and comply with agreements between us as well as rights and obligations which are allowed by law or applicable regulation.

 

Legal grounds.

The legal grounds for processing personal data is either;
(i) your consent which shall be considered provided when you either voluntary submit the personal data or enter into an agreement with us, or
(ii) a legitimate interest allowed under law.

 

Security

Vicore shall use adequate technical and organisational security measures to protect the personal data from loss and to safeguard against access from unauthorised persons.

Transfers of personal data may only occur;
(i) to third parties who perform services on Vicore behalf and who may only process personal data in accordance with our instructions, and may not use personal data for their own purposes; and
(ii) outside the EU/EEA only in accordance with applicable data protection laws and subject to the EU Commission’s standard contractual clauses, and
(iii) as otherwise permitted by law or your consent.

Duration.

The duration we process personal data is limited to what is reasonable for the purpose of the processing, unless otherwise required or permitted by law.

 

Rights

Vicore is the controller of the personal data processing, meaning that we are responsible for that the personal data is processed correctly and in accordance with applicable data protection laws.

Unless prevented by applicable law, regulation or agreement data subjects have the right to;
(i) know what personal data we process about them,
(ii) request that we rectify or erase inaccurate or incomplete personal data
(iii) object to specific processing of personal data, and
(iv) receive the personal data provided by them and have the personal data transferred to another party responsible for data processing.

All communications with Vicore regarding how we process personal data or exercise of any of your rights can be sent by e-mail to info@vicorepharma.com or by post to the address above.

Reports and complaints can also be directed to Datainspektionen who is the supervisory authority for our processing of personal data.