Date: 2014-09-09
Type of information: Capital increase
Company: Therametrics, formerly known as Mondobiotech (Switzerland)
Investors: Fin Posillipo (Italy), existing and new shareholders
Amount: CHF 20 million (€16.5 million)
Funding type: private placement
Planned used: The proceeds from the capital increase will be used by the Company to primarily cover the ongoing costs of its CRO activities, and furthermore to fund the costs for the expansion of all its Group activities and services.
Others: * On September 9, 2014, Therametrics announced that in its offering (announced on 27 August 2014) existing and new shareholders have subscribed for 255’299’017 new shares. The offering provides the Company with net proceeds of CHF 20’073’921 after transaction costs. Thereof, CHF 11'000'000 were already paid by shareholder Fin Posillipo S.p.A. and used by the Company prior to the capital increase, and another CHF 4’208’696 consist of debt towards existing shareholders Fin Posillipo S.p.A. and Pierrel S.p.A. as well as towards Mr Raffaele Petrone which will be converted into equity through subscription by partial set-off. The existing shareholders were offered the opportunity to subscribe to one new share for each share held, at an offer price of CHF 0.08 each. Out of the total of 399'344'635 shares available under the offering, 20’828’701 shares were taken up pursuant to the exercise of subscription rights by existing shareholders. 234’470’316 new shares not taken up by existing shareholders have been placed with Fin Posillipo S.p.A., Pierrel S.p.A. and selected investors in a private placement. The new shares, arising from the capital increase, are expected to be entered in the Commercial Register on 12 September 2014 and listed on SIX Swiss Exchange on 15 September 2014. Delivery of the shares is expected to take place on 15 September 2014. * On August 27, 2014, Therametrics announced the terms and the start of the ordinary capital increase with issue of subscription rights (Bezugsrechte) to existing shareholders resolved by the ordinary shareholders meeting on 18 June 2014. The new shares will be issued at a price of CHF 0.08 per share. In accordance with THERAMetrics\' Articles of Association and the resolution of the shareholders meeting of 18 June 2014, existing shareholders will be granted the right to purchase 1 new share, at a price of CHF 0.08 per share, for each existing share held as of 28 August 2014, after the close of trading on SIX Swiss Exchange. The subscription rights will not be listed. Subscription rights not taken up by existing THERAMetrics shareholders will be at the Company\'s disposal and the corresponding shares will be made available as follows: (i) first, to Fin Posillipo S.p.A., for additional subscription by way of contribution in cash, (ii) second, to each Fin Posillipo S.p.A. and Pierrel S.p.A., for additional subscription by way of set-off with loans and receivables towards the Company, and (iii) third, for subscription in cash to selected investors (private placement).The issue price for the new shares not taken up in the rights issue will also be CHF 0.08 per share. Fin Posillipo S.p.A. has committed to invest up to CHF 11\'000\'000 in the capital increase and has already made available CHF 11\'000\'000 of such funds in the last months. Fin Posillipo S.p.A. has also informed the Company of its intention to further increase such commitment by CHF 1\'600\'000. The following timetable is expected for the capital increase: 28 August 2014 Last trading day in existing shares with subscription rights ; 29 August 2014 First trading day in existing shares ex-rights ; 29 August 2014 Start of rights exercise period ; 8 September 2014, 12:00 CET End of rights exercise period ; 10 September 2014 Payment of new shares ; 15 September 2014 Listing of new shares. If fully subscribed, the rights issue would result in the issuance of up to 399\'344\'635 new registered shares, with a nominal value of CHF 0.01 each. At the end of July 2014, the Company\'s issued share capital amounted to CHF 3\'993\'446.35, divided into 399\'344\'635 shares (including 2\'787\'110 shares issued out of the Company\'s conditional capital pursuant to Art. 3b of the Articles of Association following the exercise of stock options, for which the Articles of Association on the issued share capital have not yet been adapted and which are not yet reflected in the register of commerce).
Therapeutic area: Technology - Services
