Qlife carries out directed issue of units to guarantors in connection with rights issue
Qlife Holding AB (“Qlife” or the “Company”) has carried out a rights issue of units, consisting of shares and warrants series TO 3, that was announced on 16 February 2023, and for which the outcome was published on 27 April 2023 (the “Rights Issue”). In connection herewith, in accordance with the guarantee commitments that have been entered into and what has been previously communicated, a directed issue of units is carried out to the guarantors in the Rights Issue (the “Compensation Issue”). The subscription price in the Compensation Issue has been set at SEK 0.10 per unit and payment is made by offsetting the guarantors’ claims.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
As previously communicated in connection with the Rights Issue, the Company has entered into agreements on guarantee commitments, in part of a so called bottom guarantee and in part of a so called top guarantee. For the bottom guarantee commitments, guarantee compensation is paid with sixteen (16) percent of the guaranteed and allotted amount, of which eight (8) percent of the fee is paid in cash and eight (8) percent is offset against units to the same terms as in the Rights Issue. For the top guarantee commitments, guarantee compensation is paid with twenty (20) percent of the guaranteed and allotted amount, of which twelve (12) percent of the fee is paid in cash and eight (8) percent is offset against units to the same terms and conditions as for the other guarantee commitments entered into in connection with the Rights Issue.
Considering the above, based on the authorization from the extraordinary general meeting on 24 March 2023, the board of directors has resolved on the Compensation Issue, which comprises a total of 45,535,540 units. The reason for the deviation from the shareholders’ preferential rights in the Compensation Issue is to fulfill the Company’s obligations to the guarantors as a result of guarantee agreements entered into. Each unit in the Compensation Issue consists of one (1) new share and one (1) warrant series TO 3. In total, 45,535,540 units were subscribed for, corresponding to 45,535,540 shares and 45,535,540 warrants series TO 3. Payment in the Compensation Issue shall be made by offsetting the respective guarantor’s claim for guarantee compensation. A total of SEK 4,553,554 is offset to 71 guarantors. The subscription price has been set at SEK 0.10 per unit, corresponding to a subscription price per share of SEK 0.10, i.e. the same terms as in the Rights Issue. The warrants series TO 3 are issued free of charge. The subscription price has been determined based on negotiations among the guarantors and the Company, in consultation with financial advisor and through an analysis of several market factors. In view hereof, the board of directors considers that the subscription price corresponds with market terms.
Change in share capital and number of shares as well as dilution
Through the Compensation Issue, the number of shares in Qlife increases with 45,535,540 shares, from 599,885,936 shares to 645,421,476 shares and the share capital increases by SEK 3,642,843.20 from SEK 47,990,874.88 to SEK 51,633,718.08 (after the registration of the Rights Issue). The dilution effect from the Compensation Issue amounts to approximately 7.1 percent. In the event of full exercise of all issued warrants series TO 3 for subscription of new shares in the Company, the number of shares will increase with an additional 45,535,540 shares to a total of 1,267,770,416 shares and the share capital will increase by additional SEK 3,642,843.20 to SEK 101,421,633.28 (after the registration of the Rights Issue and the Compensation Issue). This entails an additional dilution effect of approximately 3.6 percent. The total dilution effect from the Compensation Issue and the warrants TO 3 issued therewith amounts to approximately 7.2 percent.
Warrants series TO 3
One (1) warrant of series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period 11 September 2023 – 29 September 2023 at an exercise price of SEK 0.11 per share. The warrants are expected to be admitted to trading on Nasdaq First North Growth Market in close connection to the Compensation Issue’s registration at the Swedish Companies Registration Office.
Full terms and conditions for warrants series TO 3 are available on the Company’s website, www.qlifeholding.com.
G&W Fondkommission acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal advisor to Qlife in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.