2024-11-12 21:49
The Board of Directors of Phase Holographic Imaging PHI AB ("PHI" or the "Company") has today resolved on a rights issue of shares, with preferential rights for the Company’s existing shareholders, of approximately SEK 64.3 million before deduction of issue related costs, subject to approval by the extraordinary general meeting to be held on 2 December 2024 (the "Rights Issue"). The purpose of the Rights Issue is to fund a strategic development plan and to strengthen the Company's capital structure by repayment/off-setting of outstanding loans. The Rights Issue is secured in writing by the main shareholder Altium SA (“Altium”) and a consortium of external qualified underwriters through pre-subscription- and underwriting commitments, totalling 100 percent. Altium has entered into a customary lock-up agreement corresponding to 100 percent of Altium’s shareholdings for a period of six months following the Rights Issue. Notice for the extraordinary general meeting will be published through a separate press release. In connection with the Rights Issue, PHI has engaged Navia Corporate Finance AB as the financial advisor and Sole Bookrunner.
Goran Dubravčić, Chairman of PHI and CEO of Altium, comments
“As Chairman of the Board of PHI and CEO of Altium, I am pleased to announce Altium’s continued strong commitment and support for PHI in connection with the capitalization. We view this rights issue as an important step in supporting the company in its growth journey, particularly in light of the strong shared vision we have for driving PHI’s global expansion. Our long-term strategy has always been to actively support the company, and as both the largest shareholder and global distribution partner of PHI, we play a key and strategically important role. Through our global distribution agreement, we are responsible for driving the sales and establishing PHI's products in markets around the world. This agreement is a key component of our joint strategy to maximize PHI’s global reach and business opportunities.
As a testament to our commitment, we will be participating extensively in the rights issue and make a substantial investment, which further strengthens our partnership and trust in PHI. We believe in the company’s potential and in the positive impact our global distribution agreement will have in accelerating growth internationally. We look forward to continuing to drive success for PHI through a strong partnership built on our long-term commitment and our shared vision to capture global markets. The rights issue provides the necessary resources to ensure PHI’s continued development and create value for both shareholders and our partners worldwide.
Altium remains a solid partner to PHI, and we are confident that the rights issue will contribute to strengthening both PHI’s and shareholders' long-term value”, says Goran Dubravčić, Chairman of PHI and CEO of Altium.
Anders Månsson, new CEO of PHI, comments
“I am very excited, as the new CEO of PHI, to lead PHI through this important phase of our growth journey. The rights issue now being conducted is a strategic move to strengthen our financial position and ensure the resources needed to take the next steps in our development.
We are particularly grateful for the long-term and strong partnership with our largest shareholder, Altium, who not only is our largest shareholder but also a key partner responsible for our global distribution. Their decision to fully participate in the rights issue with a substantial investment provides us with both financial support and continued confidence in the market.
Together with our dedicated team and strategic partners, I look forward to building on the successes we have achieved so far and creating long-term value for our shareholders and customers”, says Anders Månsson, new CEO of PHI.
Summary
- The Board of Directors of PHI has resolved on the Rights Issue amounting to approximately SEK 64.3 million before deduction of issue related costs. The capitalization is intended to fund the Company's operations until at least Q1 2026 as well as strengthen the Company's capital structure by repayment/off-setting of outstanding loans leading to PHI being debt free of interest-bearing liabilities post-transaction.
- The Rights Issue is secured in writing to 100 percent through pre-subscription- and underwriting commitments, as set out below:
- Altium has provided a pre-subscription commitment of approximately SEK 15.2 million, corresponding to approximately 23.6 percent of the Rights Issue, which is equal to Altium’s pro-rata holdings in PHI.
- Altium has, in addition to the pre-subscription commitment, provided a top-down underwriting (from 100 percent down) commitment of approximately SEK 20.5 million, corresponding to approximately 31.8 percent of the Rights Issue, which is equal to the outstanding convertible loan amount (and its accumulated interest) held by Altium.
- A consortium of external qualified underwriters has provided bottom underwriting commitments totalling approximately SEK 28.7 million, corresponding to approximately 44.6 percent of the Rights Issue and stems from the pre-subscribed level of 23.6 percent, up to the top-down underwriting commitment.
- The subscription price in the Rights Issue is set to SEK 1.80 per share.
- The subscription period in the Rights Issue takes place from and including 6 December 2024 until and including 20 December 2024.
- A prospectus containing complete terms and conditions for the Rights Issue will be made available no later than the day before the start of the subscription period.
Motive and use of proceeds
PHI is carrying out the Rights Issue to invest in the Company’s strategic development plan (see below) and to strengthen the Company’s capital structure. After the Rights Issue, PHI will be debt free from all interest-bearing liabilities which will put PHI in a strong position towards stakeholders such as customers, suppliers and potential external strategic investors. The Rights Issue will provide the Company with approximately SEK 64.3 million before deduction of issue related costs, which are estimated to amount to approximately SEK 9.6 million (of which approximately SEK 5.3 million refers to underwriting fees, provided that all underwriters desire to receive cash compensation).
It is the Board's assessment that the net proceeds from the Rights Issue are sufficient to finance the Company's ongoing operations and plans until at least Q1 2026.
Strategic development overview and objectives
Sales improvement initiatives – PHI recognizes the need to enhance its sales performance through more effective support for distributors. Although the current HoloMonitor® (M4) is only applicable to the pre-clinical market segment, further optimization of the sales process is expected to yield improved outcomes.
HoloMonitor® Product Line Development – PHI will continue advancing the HoloMonitor® product line, increasing the emphasis on AI support for the system, aiming to have a clinically applicable HoloMonitor® model ready by the end of 2025.
Soliciting partnerships with manufacturers – Discussions will be initiated with major manufacturers of cell processing equipment to establish a global partnership. This collaboration aims to integrate the HoloMonitor® system into larger company systems for cell processing, potentially leading to mergers and acquisitions opportunities as well as licensing agreements.
Below is a summary of the Company's objectives for the coming two years.
2025
First half-year
- Initiation of a QMS System allowing for the development of a clinical HoloMonitor® version
- The upgraded HoloMonitor® version ready for the (pre-clinical) market
Second half-year
- Initiation of development of auxiliary products to couple with the first clinical version of HoloMonitor®
- Finalization of the development of the first clinical version of HoloMonitor®
- Initiation of strategic partner discussions
2026
First half-year
- Pilot testing of the first clinical version of HoloMonitor® with real customers
- Evaluation of the pilot testing of the first clinical version of HoloMonitor®
Second half-year
- Full commercial sales of the first clinical version of HoloMonitor®
- Eligibility for a strategic partnership deal
Terms for the Rights Issue
The Board has today, subject to the approval of the extraordinary general meeting, resolved on the Rights Issue, which contains a maximum of 35,729,342 new shares. PHI’s existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.
One (1) existing share in the Company on the record date 4 December 2024 entitles to one (1) subscription right. Thirteen (13) subscription rights entitle the holder to subscribe for seventeen (17) new shares in PHI. The subscription price in the Rights Issue has been set to SEK 1.80 per new share.
Subscription of shares must take place during the subscription period that runs from and including 6 December 2024, until and including 20 December 2024. Subscription rights that are not exercised during the subscription period become invalid. Trading in subscription rights is expected to take place on Spotlight Stock Market from and including 6 December 2024, until and including 17 December 2024. Trading in BTA (Paid Subscribed Share) is expected to take place during the period from and including 6 December 2024, until the Rights Issue is registered with the Swedish Companies Registration Office (expected beginning of January 2025).
The Rights Issue will increase the share capital by SEK 7,145,868.40, from SEK 5,464,487.60 to SEK 12,610,356.00 and the total number of shares will increase by 35,729,342 shares, from 27,322,438 shares to 63,051,780 shares. Existing shareholders who do not participate in the Rights Issue will recognize a dilution effect of approximately 57 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue. Shareholders who do not participate in the Rights Issue can partially compensate themselves for the financial dilution effect by selling their subscription rights no later than 17 December 2024.
Pre-subscription and underwriting commitments
The Rights Issue has been secured in writing by the main shareholder Altium and a consortium of external qualified underwriters, to a total of 100 percent, through pre-subscription and underwriting commitments. The pre-subscription commitment amounts to approximately SEK 15.2 million, which corresponds to approximately 23.6 percent of the Rights Issue, and which is equal to Altium’s pro-rata holdings in PHI. The pre-subscription will partially consist of offsetting of outstanding loans from Altium to PHI. The underwriting commitments are divided into a top-down underwriting (from 100 percent down) from Altium, amounting to approximately SEK 20.5 million, corresponding to approximately 31.8 percent of the Rights Issue and equal to the convertible loan amount (and its accumulated interest) from Altium, and a bottom underwriting tranche from external qualified underwriters totalling approximately SEK 28.7 million, corresponding to approximately 44.6 percent of the Rights Issue and stemming from the pre-subscribed level of 23.6 percent up to the top-down underwriting.
For the bottom underwriting commitment, an underwriting fee of 10 percent in cash or 13 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. For the top-down underwriting commitment, an underwriting fee of 12 percent in cash or 15 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. No compensation is paid for the pre-subscription commitment that has been submitted.
The pre-subscription and underwriting commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Lock up
Altium has, through a lock-up agreement, with Navia Corporate Finance AB as counterparty, undertaken, with customary exceptions, not to sell any of the existing shareholding or such shareholding that is acquired through subscription in the Rights Issue, for a period of six months after the completion of the Rights Issue.
Exemption from mandatory bid
The main shareholder Altium, whose shareholdings in the Company correspond to approximately 23.6 percent of the capital and votes of PHI, has through a pre-subscription commitment undertaken to subscribe for its pro-rata part in the Rights Issue and have also entered a top-down underwriting commitment. If the underwriting commitment is fully exercised, Altium’s ownership of shares and votes in PHI will increase to over 30 percent. Altium has by the Swedish Securities Council (Swe: Aktiemarknadsnämnden) been granted exemption from the mandatory bid requirements if its shareholdings would amount to or exceed 30 percent of the number of votes in the Company because of Altium’s participation in the Rights Issue.
The exceptions are conditional upon that 1) the shareholders who will approve the Board's decision on the Rights Issue are informed of the maximum ownership of capital and votes that Altium can obtain by subscribing for shares in excess of their pro-rata part and that 2) the general meeting's decision on the Rights Issue is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, whereby shares held and represented at the meeting by Altium shall be disregarded. The maximum ownership of the shares and votes in PHI that Altium can receive if the top-down underwriting is fully allocated is approximately 39 percent (including Altium’s existing holdings in the Company).
Approval at the extraordinary general meeting
The extraordinary general meeting to approve the Board’s resolution on the Rights Issue is planned to be held on 2 December 2024. Notice for the extraordinary general meeting will be published via a separate press release.
Plan for incentive program
The Board of Directors plans to propose that a general meeting resolves on an incentive program for the management and other key personnel. The specific details for the planned incentive program have however not been finalized in order for the resolution to be included in the forthcoming extraordinary general meeting that is to decide on the Rights Issue.
Indicative timeline for the Rights Issue
- Last day of trading in PHI’s shares, including the right to receive subscription rights: 2 December 2024.
- First day of trading in PHI’s shares, excluding the right to receive subscription rights: 3 December 2024.
- Record date for participation in the Rights Issue: 4 December 2024.
- Approval of prospectus: 5 December 2024.
- Subscription period: 6-20 December 2024.
- Trading in subscription rights: 6-17 December 2024.
- Trading in BTA: from 6 December 2024 until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in BTA will be announced through a separate press release after the Rights Issue has been completed.
- Press release on the outcome of the Rights Issue: around 23 December 2024.
Prospectus
A prospectus containing full terms and conditions for the Rights Issue will be published via a separate press release no later than the day before the subscription period begins and will be available on the Company's website (www.phiab.com) and on Spotlight Stock Market (www.spotlightstockmarket.com).
Information to investors under the Screening of Foreign Direct Investment Act (2023:560)
As the Company may conduct activities worthy of protection in accordance with the Screening of Foreign Direct Investment Act (2023:560), certain investments in the Rights Issue may require examination by the Inspectorate for Strategic Products. For more information, please visit the Swedish Inspectorate for Strategic Products' website, www.isp.se or contact the Company.
Advisors
Navia Corporate Finance AB is the financial advisor and Sole Bookrunner in connection with the Rights Issue. HWF Advokater AB is the legal advisor. Nordic Issuing AB is the issuing agent. /
Nyckelpunkter från texten :
- Företrädesemissionen är skriftligen säkerställd till 100 procent genom teckningsförbindelser och garantiåtaganden.
- Teckningskursen i Företrädesemissionen är fastställd till 1,80 SEK per aktie.
- Teckningsperioden i Företrädesemissionen löper från och med den 6 december 2024 till och med den 20 december 2024.
- Efter Företrädesemissionen kommer PHI att vara skuldfritt från alla räntebärande skulder vilket kommer att sätta PHI i en stark position gentemot intressenter såsom kunder, leverantörer och potentiella externa strategiska investerare. Företrädesemissionen kommer att tillföra Bolaget cirka 64,3 MSEK före avdrag för emissionskostnader, vilka beräknas uppgå till cirka 9,6 MSEK (varav cirka 5,3 MSEK avser garantiersättning, förutsatt att samtliga garanter önskar erhålla kontant ersättning).
Initiativ för att förbättra försäljningen – PHI inser behovet av att förbättra sina försäljningsresultat genom effektivare stöd till distributörer. Även om den nuvarande HoloMonitor® (M4) endast är applicerbar på det prekliniska marknadssegmentet, förväntas ytterligare optimering av försäljningsprocessen ge förbättrade resultat.
Utveckling av HoloMonitors® produktlinje – PHI kommer att fortsätta att utveckla HoloMonitor-produktlinjen®, öka betoningen på AI-stöd för systemet, med målet att ha en kliniskt tillämplig HoloMonitor-modell® klar i slutet av 2025.
Söker partnerskap med tillverkare – Diskussioner kommer att inledas med stora tillverkare av cellbearbetningsutrustning för att etablera ett globalt partnerskap. Samarbetet syftar till att integrera HoloMonitor-systemet® i större företagssystem för cellbearbetning, vilket potentiellt kan leda till fusioner och förvärvsmöjligheter samt licensavtal.
Nedan följer en sammanfattning av bolagets målsättningar för de kommande två åren.
2025
Första halvåret
- Initiering av ett QMS-system som möjliggör utveckling av en klinisk HoloMonitor-version®
- Den uppgraderade HoloMonitor-versionen® redo för den (prekliniska) marknaden
Andra halvåret
- Initiering av utveckling av hjälpprodukter för att koppla ihop med den första kliniska versionen av HoloMonitor®
- Slutförande av utvecklingen av den första kliniska versionen av HoloMonitor®
- Initiering av strategiska partnerdiskussioner
2026
Första halvåret
- Pilottestning av den första kliniska versionen av HoloMonitor® med riktiga kunder
- Utvärdering av pilottestningen av den första kliniska versionen av HoloMonitor®
Andra halvåret
- Full kommersiell försäljning av den första kliniska versionen av HoloMonitor®
- Berättigande till ett strategiskt partnerskapsavtal