Rights issue
The Board of Directors has, with the support of the authorisation from the extraordinary general meeting on January 31, 2025, resolved to carry out an issue of a maximum 265,076,924 new shares.
Summary
- The purpose of the Rights Issue is to finance accelerated volume expansion of Strangvac®, the approval process of Strangvac® in the U.S. and further development of the vaccine against Streptococcus suis infections in pigs.
- For each existing share held on the record date, one (1) subscription right is received. The subscription rights entitle the holder to subscribe for new shares with preferential rights, whereby two (2) subscription rights gives the right to subscribe for seven (7) new share.
- The subscription price has been set at SEK 0.85 per share which, assuming that the Rights Issue is fully subscribed, amounts to proceeds of approximately SEK 225 million, before the deduction of costs related to the transaction.
- The Rights Issue is covered up to approximately 80 percent through a combination of subscription commitments and guarantee undertakings:
- Certain existing shareholders, members of the Board of Directors and executive management, including Håkan Björklund, Emil Billbäck, Jan-Ingmar Flock, Lennart Johansson, Mathias Uhlen, Jonas Sohlman and Jan Persson, have provided subscription commitments corresponding to in total approximately SEK 26 million. Additionally, external guarantors have provided guarantee undertakings on customary terms that in total amount to approximately SEK 156 million. The guarantee undertakings consist of a so-called top guarantee from HealthCap IX Investments AB (“HealthCap”) amounting to approximately SEK 75 million (the “Top Guarantee”) on the terms specified below, and so-called bottom guarantees amounting to approximately SEK 81 million in total (the “Bottom Guarantee”).
- The Company has undertaken, subject to the completion of the Rights Issue and with customary exceptions, to adhere to a lock up period of 180 days following the announcement of the outcome in the Rights Issue, during which the Company may not propose or resolve upon any new issues. All members of the Board of Directors and executive management have also undertaken, subject to the completion of the Rights Issue and with customary exceptions, not to sell or otherwise dispose of their shares in the Company for a period of 90 days after the announcement of the outcome of the Rights Issue.
- The record date for participation with preferential rights in the Rights Issue is 5 February 2025. Last day of trading in Intervacc’s shares including right to receive subscription rights in the Rights Issue is February 3, 2025 and the first day of trading in the Company’s shares without receiving subscription rights in the Rights Issue is February 4, 2025.
- The subscription period in the Rights Issue will run from February 7, 2025 to February 21, 2025.
- Trading in subscription rights will take place on the Nasdaq First North Growth Market during the period from February 7, 2025 to February 18, 2025.
- Through the Rights Issue, a maximum of 265,076,924 new shares may be issued.
Preliminary timetable for the Rights Issue
| February 3, 2025 | Last day for trading including the right to receive subscription rights |
| February 4, 2025 | First day of trading without the right to receive subscription rights |
| February 5, 2025 | Record date for participation in the Rights Issue with preferential rights, that is, shareholders who are registered in the share register maintained by Euroclear Sweden AB as of this day will receive subscription rights that entitle to participation in the Rights Issue with preferential rights |
| February 5, 2025 | Publication of EU Growth Prospectus |
| February 7 – 18, 2025 | Trading in subscription rights |
| February 7 – 21, 2025 | Subscription period |
| February 7 – 28, 2025 | Trading in paid subscribed shares (BTA) |
| February 25, 2025 | Announcement of the outcome of the Rights Issue |
| March 3, 2025 | Registration of new shares subscribed with the support of subscription rights is expected to take place with the Swedish Companies Registration Office (SCRO) |
| March 6, 2025 | Conversion of paid subscription shares (BTA) to shares is expected to occur without special notification from Euroclear Sweden. |
| March 6, 2025 | Estimated first day of trading in new shares subscribed without the support of subscription rights. |
Use of proceeds
Provided the Rights Issue is fully subscribed, the Company will receive approximately SEK 225 million in the Rights Issue before deduction of transaction costs (approximately SEK 31 million). Intervacc intends to use the net proceeds of approximately SEK 194 million, with the approximate percentage shares of the issue proceeds stated below, to finance the following purposes stated in order of priority:
- Accelerated volume expansion of Strangvac® by investing in sales and marketing activities together with the Company’s distributor, as well as for launching in new markets where already conducted clinical studies can be used in the approval process. This is done while optimizing and expanding manufacturing capacity to adapt production to the increased sales volume. Approximately 67 percent or equivalent to SEK 130 million at full subscription.
- Continued work on the approval process of Strangvac® in the U.S. in order to obtain marketing authorisation. Approximately 23 percent or equivalent to SEK 45 million at full subscription.
- Further development of the product candidate INV274, a vaccine against S. suis infection in pigs. This includes funding for continued work in the pre-clinical phase through evaluation of efficacy and optimization of manufacturing and analytical methods in preparation for GMP manufacturing and clinical studies. Approximately 10 percent or equivalent to SEK 19 million at full subscription.