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The board of directors of BeammWave AB (publ) ("BeammWave" or the “Company") has prepared an EU Growth Prospectus (the "Prospectus") relating to the rights issue of shares and warrants (“units”) with preferential rights for the Company's existing shareholders of initially approximately SEK 39.5 million (the “Rights Issue"), which was resolved by the board of directors on 25 March 2024, and approved by the extraordinary general meeting held on 25 April 2024. The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.
Summary of the Rights Issue
- Each existing share in the Company as of the record date on 2 May 2024, entitles the holder to one (1) unit right. Each one (1) unit right entitles the holder to subscribe for one (1) unit. Each unit consists of one (1) B-share and one (1) warrant of series TO 2024B.
- The subscription price in the Rights Issue is set at SEK 3.00 per unit, equivalent to SEK 3.00 per new share. The warrants are issued free of charge.
- The subscription period runs from 6 May 2024, up to and including 20 May 2024.
- Prior of the Rights Issue, the Company has received subscription commitments, declarations of intent, and entered into guarantee commitments totalling approximately SEK 26.7 million, equivalent to 67.5 percent of the Rights Issue.
- The proceeds from the Rights Issue will be used to, among other, accelerate product development in collaboration with potential partners, prepare for market launch, and bolster its sales force by adding local representatives in additional markets.
Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 2 May 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company's, Aktieinvest FK AB’s and Redeye AB's respective websites (BeammWave, www.aktieinvest.se, www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se). Subscription forms will be available on the Company's, Aktieinvest FK AB’s, and Redeye AB's respective websites.
Timetable for the Rights Issue
| 6 – 15 May 2024 | Trading in unit rights |
| 6 – 20 May 2024 | Subscription period |
| 6 May 2024 – Until the Rights Issue is registered with the Swedish Companies Registration Office | Trading in paid subscribed units (Sw. “BTU”) |
| Around 22 May 2024 | Estimated publication of the outcome in the Rights Issue |
Advisors
Redeye AB acts as financial advisor, and Advokatfirman Delphi i Malmö AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agency in connection with the Rights Issue.
This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.
This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of BeammWave in the United States or elsewhere. The invitation to affected persons to subscribe for units in BeammWave will only take place through the Prospectus. The Prospectus contains, among other things, risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information contained in the Prospectus.
Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although BeammWave believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.
