Dear Shareholders in Vironova AB
The Board of Directors of Vironova AB hereby announces that it is intending to conduct a rights issue in Vironova with preferential rights. Vironova AB is now seeking underwriters to guarantee the rights issue.
The underwriting shall be conducted through the utilization of a bridge loan. It is permitted and encouraged to convert existing debt into shares through a share issuance with preferential rights. However, it shall be noted that such conversion shall not be classified as an underwriting within the scope of the bridge loan. The primary objective of this is twofold: to secure funding of the company and to facilitate the elimination of outstanding loans. Underwriters in the bridge loan shall be entitled to acquire shares at a price of 1.2 SEK per share, and the conversion of existing loans shall be executed at a price of 1.5 SEK per share.
The board of directors’ proposal
It is the board's intention to carry out a rights issue to reimburse outstanding debts, fund the company’s sales and marketing activities and day-to-day operational activities. The rights issue comprises 17,716,000 shares and the subscription price amounts to SEK 1.50 per share.
In order to ensure that the issue is successful and with minimized risk, the board makes the assessment that it is in the interest of the shareholder collective that the share issue and the bridge loan, to the greatest extent possible, is guaranteed. Thus the board of directors intends to seek guarantors for the entire issue amount in the form of conversion of loans and a bridge loan.
To maximize the funds available for the company's operations, the board intends to propose that the issue guarantors should receive guarantee compensation in the form of shares instead of cash. We will therefore issue a bridge loan with a conversion share price of SEK 1.20 /share.
The rights issue and the bridge loan are conditional on having underwriters by received subscription commitments from existing and external investors no later than 24th of May. The notice of the rights issue will be published through a separate press release.
The guarantee will proceed according to the following timetable:
i. Each guarantor must no later than 24th May 2023 via e-mail and the address ir@vironova.com announce that the subscription commitments or bridge loans commitments will be signed and herewith also indicate the amount that the guarantor intends to subscribe.
ii. Vironova shall thereafter, and at the latest 26th of May 2023, to each notified guarantor as above via e-mail send an agreement duly signed by Vironova.
iii. Each notified guarantor or bridge loan holder must then sign the agreement and send it via e-mail in signed condition to Vironova via the above-mentioned e-mail address.
iv. Each notified bridge loan holder must then ensure that payment of the loan amount takes place no later than May 31st, 2023.
Sincerely
Vironova AB
