Kiliaro AB
· The Rights Issue comprises a maximum of 15,180,528 shares. If fully subscribed, the Rights Issue will provide the Company with issue proceeds of approximately SEK 20.5 million before issue costs.
· Existing shareholders in the Company as of the record date of April 3, 2023 will receive one (1) subscription right for each share held on the record date. Seven (7) subscription rights entitle the holder to subscribe for twelve (12) shares in the Rights Issue.
· The subscription price in the Rights Issue is set at SEK 1.35 per share.
· Subscription in the Rights Issue can take place during the period April 5, 2023 – April 19, 2023.
· Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period April 5, 2023 – April 14, 2023 and trading in BTA (paid subscribed shares) is expected to take place on Nasdaq First North Growth Market from April 5, 2023 until the Rights Issue is registered with the Swedish Companies Registration Office.
· First Venture Sweden AB, the Company’s largest shareholder, who holds approximately 37 percent of the total number of shares and votes in the Company, has undertaken to subscribe for new shares corresponding to their pro-rata share of the Rights Issue.
· In addition to the aforementioned subscription undertaking, external guarantors have provided guarantee undertakings subject to customary conditions of SEK 10.8 million, which corresponds to approximately 53 percent of the Rights Issue. The Rights Issue is thus underwritten to approximately 90 percent by subscription and guarantee undertakings. Neither the subscription undertaking nor the guarantee undertakings are secured through bank guarantee, restricted funds, pledged assets or similar arrangements.
· The Rights Issue, after taking into account the effects of the Issue in kind, increases the number of outstanding shares with 15,180,528 shares from 15,055,754 shares to 30,236,282 shares and increases the number of votes with 15,180,528 votes from 15,055,754 votes to 30,236,282 votes, if fully subscribed.
· The Rights Issue, after taking into account the effects of the Issue in kind, will increase the share capital by SEK 1,518,052.8 from SEK 1,505,575.4 to SEK 3,023,628.2 if fully subscribed.
· For existing shareholders, after taking into account the effects of the Issue in kind, the Rights Issue results in a dilution effect of approximately 71 percent of the capital and votes of the Company if fully subscribed. Shareholders who choose not to subscribe in the Rights Issue have the opportunity to financially compensate for this dilution effect by selling their received subscription rights.
· Additional shares may be issued as part of the payment of the guarantee fee which will have additional minor effects on the dilution.
· The complete terms and conditions of the Rights Issue, including additional information about the Company, will be made available in an investment memorandum that is expected to be published around April 4, 2023.