In the Rights Issue, 13,161,630 units were offered at a subscription price of SEK 3.0 per unit. 4,413,656 units, corresponding to approximately 33.5 percent of the Rights Issue, were subscribed for with support from unit rights. Additionally, 701,740 units were subscribed for without support from unit rights, corresponding to approximately 5.3 percent of the Rights Issue. In total, the Rights Issue was subscribed for, with and without support from unit rights, to approximately 38.9 percent. Guarantee commitments regarding 3,772,706 units will thus be utilized, corresponding to approximately 28.7 percent of the Rights Issue. Through the Rights Issue BeammWave will receive approximately SEK 26.7 million before issuance costs.
Notifications of allotment of units subscribed for without support from unit rights are expected to be sent to those allotted units via a settlement note on 22 May 2024. Shareholders who have their shares registered with a custodian will receive notification of allocation in accordance with the respective custodians' routines. Allotment of units subscribed for without support from unit rights has been carried out in accordance with the principles outlined in the prospectus published on 2 May 2024.
Number of shares and share capital
Through the Rights Issue, the share capital will increase by SEK 878,461.078, from SEK 1,300,837.870 to SEK 2,179,298.948 through the issuance of 8,888,102 shares, resulting in the total number of shares increasing from 13,161,630 to 22,049,732, corresponding to a dilution effect of approximately 40.3 percent of the share capital and number of shares.
Trading in BTU
Trading in paid subscribed units (“BTU”) will take place on the Nasdaq First North Growth Market until the Rights Issue is registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to occur during week 23, 2024.
Warrants
Participants in the Rights Issue have the right to subscribe for newly issued shares with support of the warrants of series TO 2024B during the period 2–13 December 2024. One (1) warrant of series TO 2024B entitles the holder to subscribe for one (1) new share in BeammWave, at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's share during the period 18–29 November 2024, however not less than SEK 3.0 per share and not more than SEK 6.0 per share. Upon full exercise of all issued warrants of series TO 2024B, the Company's share capital will increase by an additional SEK 878,461.078 and the number of shares by 8,888,102. The warrants are subject to customary provisions on recalculations in accordance with the terms of the warrants.
Advisors
Redeye AB acts as financial advisor, and Advokatfirman Delphi 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.
