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STENOCARE PROSPECTUS.Pdf PROSPECTUS STENOCARE A/S is a public limited liability company incorporated in Denmark, CVR no. 39024705 Highlights: Subscription Period: From 27 May at 9:00 to 11 June 2020 at 17:00 Danish time. Rights Issue: Up to 1,490,460 New Shares. Subscription Price: DKK 20.00 per New Share. Bonus Shares: One (1) free existing share for every three (3) New Shares adding up to (4) four shares in total. Trading of Subscription Rights: From 25 May 2020 to 09 June 2020. STENOCARE [STENO] has been approved for admission to trading on Nasdaq First North Growth Market Denmark with first day of trading on 18 May 2020. STENOCARE [STENO] is listed on Spotlight Stock Market with last day of trading on 15 May 2020. Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Finland and Sweden, operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules as issuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in an issuer on Nasdaq First North Growth Market may therefore be higher than investing in an issuer on the main market. All issuers with shares admitted to trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed. The respective Nasdaq exchange approves the application for admission to trading. Certified Adviser: STENOCARE PROSPECTUS | 11 MAY 2020 | PAGE 1 STENOCARE is a leader in the European market “Danish company STENOCARE was the first company in Denmark to receive authorisation from the Danish Medicines Agency after trial legalisation in January 2018. The company is now a leader in the European market; its production and distribution network in Denmark was profitable in 2018 and is currently expanding to Ireland among other emerging markets”. The European Cannabis Report1 Companies to watch in 2020 Prohibition Partners February 2020 “Our goal is to build a leading European brand in high quality, prescription based Medical Cannabis. We call it STENOCARE 2.0”. Thomas Skovlund Schnegelsberg CEO and co-founder of STENOCARE STENOCARE PROSPECTUS | 11 MAY 2020 | PAGE 2 INVITATION TO SUBSCRIBE FOR NEW SHARES This Prospectus has been prepared in connection with STENOCARE’s admission to trading on Nasdaq First North Growth Market Denmark and the subsequent Rights Issue of up to 1,490,460 New Shares of nominal value DKK 0.08 each in STENOCARE A/S to private and institutional investors in Denmark and Sweden. Fully subscribed, the Rights Issue will raise proceeds of up to DKK 29.8 million. Reservation has been made for a further subscription of 750,000 New Shares corresponding to DKK 15.0 million (the Oversubscription Reserve) on same terms as the Rights Issue with allocation preference granted to Existing Shareholders but without need for Subscription Rights. The Oversubscription reserve will be activated in case of cash subscription in excess of the Rights Issue, to avoid a repetition of the situation experienced at the Company’s first IPO where a large number of subscribers had to be rejected due to lack of shares in the IPO issue at that time. Combined, the Rights Issue and the Oversubscription Reserve form the Offering. Fully subscribed, the Offering will raise gross proceeds of DKK 44.8 million and net proceeds of DKK 41.5 million. The Subscription Price is DKK 20.00 per Offer Share. The shareholders will have preferential rights to subscribe for New Shares in relation to the number of Existing Shares they own at the end of the Record Date on 26 May 2020. For each Existing Share, one subscription right will be obtained. Six (6) Subscription Rights entitle the holder to subscribe for one (1) Offer Share. Subscription can also be made without the support of Subscription Rights. For every three (3) New Shares subscribed for, the subscriber receives one (1) Bonus Share (1:3) adding up to four (4) shares in total. The Bonus Shares are existing shares, delivered by the Founders of STENOCARE free of charge. This translates into a total discount of 25% on the Subscription Price. The Bonus Shares will be delivered in a separate transfer after the subscription for New Shares. Important clarification (for the avoidance of doubt): Please be informed, that the “Bonus Shares” in this Issue are existing shared that are surrendered by and transferred from the Founders to the subscribers that receive allocation in the Issue. Bonus Shares do not constitute a Bonus Share issuance as understood in the Danish Companies Act (§165). The Subscription Period is from 27 May at 9:00 to 11 June 2020 at 17:00 Danish time, inclusive. STENOCARE has one class of shares only, and the New Shares are identical with Existing Shares. At full subscription including the Oversubscription Reserve, the Company’s share capital will increase by DKK 179,236.83 from DKK 715,420.96 to DKK 894,657.79, and the number of shares will increase by 2,240.460 from 8,942,762 to 11,183,222, corresponding to a dilution of 20% for existing shareholders who decide not to participate in the Offering. In the event of full cash subscription, a further 448,927 New Shares may be issued on the same terms as part of a separate debt conversion. This would lead to an aggregate dilution of up to 23%. Shareholders have the opportunity to sell their Subscription Rights to receive compensation for the dilution. The Offering is pre-subscribed corresponding to 58% of the Rights Issue. This is established by way of pre-subscribers who have entered into a binding agreement to subscribe in cash for New Shares of a total amount of DKK 8.3 million. This includes cash subscription by the Founders of DKK 2.2 million. Pre-subscribers will receive an allotment of all New Shares subscribed for in connection with the allotment of New Shares under the Offering. In addition, existing loans of DKK 9.0 million will be converted within the Offering as much as possible or, to the extent that there is no room for conversion within the Offering, as an addition to the Offering. The combined and already secured presubscription of DKK 17.3 million also represents the minimum subscription of the Issue. STENOCARE has been approved for admission to trading Nasdaq First North Growth Market Denmark (operated by Nasdaq Copenhagen A/S) with the first day of trading on 18 May 2020 under the symbol “STENO” and will be delisted from Spotlight Stock Market with the last day of trading on 15 May 2020. New Shares are expected to commence trading on 24 June 2020 after registration of the related capital increase with the Danish Business Authority. The New Shares will be delivered electronically against payment under the temporary ISIN code DK0061272317 to the investors’ accounts with VP SECURITIES A/S ("VP Securities"). The temporary ISIN code will be replaced by the permanent ISIN code DK0061078425. This Prospectus has been prepared under Danish law and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any of the New Shares in any jurisdiction outside Denmark and Sweden to any person to whom it would be unlawful to make such an offer in such a jurisdiction. The New Shares have not been and will not be registered under the U.S. Securities Act and are only being offered and sold outside the United States in compliance with Regulation S. The distribution of this Prospectus and the Offering of the New Shares in certain jurisdictions are restricted by law. Persons into whose possession this Prospectus comes are required by the Company to inform themselves about and observe such restrictions. This Prospectus may not be distributed or otherwise made available outside Denmark or Sweden unless such distribution is in accordance with the legal requirements applicable in the relevant jurisdiction. Potential investors are advised to examine all risks and legal claims described in the Prospectus that may be relevant in connection with an investment in STENOCARE Shares. Reference is made to Section 3 "Risk factors" for a review of some of the risk factors that potential investors should consider before investing in STENOCARE Shares. The date of this Prospectus is 11 May 2020. STENOCARE PROSPECTUS | 11 MAY 2020 | PAGE 3 TABLE OF CONTENTS TABLE OF CONTENTS .............................................................................................................................................................. 4 INFORMATION INCORPORATED BY REFERENCE ................................................................................................................... 7 SUMMARY – English, Swedish and Danish ............................................................................................................................ 7 1. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERT’S REPORTS AND COMPETENT AUTHORITY APPROVAL ..................................................................................................................................................................................26 1.1. PERSONS RESPONSIBLE...........................................................................................................................................26 1.2. DECLARATION OF THOSE RESPONSIBLE ................................................................................................................26
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