Q-linea announces outcome of rights issue
Q-linea announces outcome of rights issue
Today, Q-linea AB (publ) (“Q-linea” or the “Company”) announces the outcome of the Company’s rights issue of approximately SEK 263m (the “Rights Issue”), for which the subscription period ended on 21 July 2023. The outcome of the Rights Issue shows that 64,495,815 shares, corresponding to approximately 74 percent of the Rights Issue, have been subscribed with and without the support of subscription rights. Hence, guarantee commitments of 23,132,610 shares, corresponding to approximately 26 percent of the offered shares, will be utilised. The Rights Issue will provide the Company with approximately SEK 263m before deduction of transaction costs.
On 1 July 2023, Q-linea announced that the board of directors had resolved on a rights issue of up to approximately SEK 263m, which subsequently was approved by the extraordinary general meeting on 3 July 2023. The Rights Issue is covered by subscription undertakings and guarantee commitments of approximately SEK 260m, corresponding to approximately 99 percent of the Rights Issue.
The outcome shows that 63,911,774 shares, corresponding to approximately 73 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications for subscription of 584,041 shares without subscription rights, corresponding to approximately 1 percent of the offered shares, have been received. Consequently, the Rights Issue is subscribed to approximately 74 percent of the offered shares with and without the support of subscription rights. Guarantee commitments of 23,132,610 shares, corresponding to approximately 26 percent of the offered shares, will be utilised. After the completion of the Rights Issue and utilisation of the guarantee commitment, Nexttobe’s ownership will amount to approximately 54 percent of the total number of outstanding shares and votes in the Company.
The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on 27 July 2023. The new shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office around 27 July 2023. Thereafter, BTAs will be converted into shares which is expected to occur around 3 August 2023 without special notification. The new shares subscribed for without subscription rights are expected to be registered with the Swedish Companies Registration Office around 2 August 2023 and be registered on VP accounts around 3 August 2023. The new shares are expected to be admitted to trading on Nasdaq Stockholm around 3 August 2023.
Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the allotment principles set out in the prospectus published on 6 July 2023. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 25 July 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions on the contract note. Subscribers who have subscribed for shares through a nominee will receive notification of allocation in accordance with their respective nominee’s procedures. Only those who have been allotted shares will be notified.
Number of shares, share capital and dilution
Through the Rights Issue, the number of shares in Q-linea will increase by 87,628,425, from 29,537,947 to 117,166,372 and the share capital will increase with approximately SEK 4,381,425.25, from approximately SEK 1,476,897.35 to approximately SEK 5,858,318.60, corresponding to a dilution effect of approximately 75 percent of the total number of shares and votes in the Company.
ABG Sundal Collier and Carnegie Investment Bank are Joint Bookrunners in connection with the Rights Issue. Advokatfirman Lindahl is legal adviser to the Company in connection with the Rights Issue.
For more information, please contact:
Jonas Jarvius, CEO, Q-linea AB
+46 (0)70-323 77 60
Christer Samuelsson, CFO, IR, Q-linea AB
+46 (0)70-600 15 20
The information was submitted for publication, through the agency of the contact persons set out above, at 13:00 CEST on 25 July 2023.
Q-linea is an innovative infection diagnostics company that primarily develops instruments and disposables for rapid and reliable infection diagnostics. Our vision is to help save lives by ensuring antibiotics continue to be an effective treatment for future generations. Q-linea develops and delivers preferred solutions for healthcare providers, enabling them to accurately diagnose and treat infectious disease in the shortest possible time. The Company’s lead product ASTar® is a fully automated instrument for antibiotic susceptibility testing (AST), giving a susceptibility profile within six hours directly from a positive blood culture. For more information, please visit www.qlinea.com.
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Q-linea AB (publ). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not a prospectus for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in a prospectus. Invitation to those entitled to subscribe for shares in Q-linea AB (publ) has solely been made through the prospectus which Q-linea AB (publ) published on 6 July 2023.
This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the “Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.
In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order“), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.
 Total share capital and total number of shares after the completion of the Rights Issue includes shares owned by the Company. Q-linea currently owns 328,472 shares which have been excluded from participation in the Rights Issue.