Fundamentals of the L1 Capital financing.

Description and status on the L1 Capital financing.



Brighter has 25th of Arpil 2017, signed an agreement relating to a financing of up to SEK 100 million. The capital will be used for the production and the launch of Actiste, the company’s unique diabetes service. The transaction is carried out through a private placement of convertible notes with warrants attached in up to eight tranches spread over 36 months. The Tranches are subscribed by a fund managed by L1 Capital Pty, Ltd. (the “Investor”). L1 Capital is a boutique fund manager based in Melbourne, with around AUD$ 1 billion under management. In connection with this transaction Brighter also issues free warrants to existing shareholders, to protect them against dilution. The shareholders warrants have the same characteristics as those of the Investor.

 

The terms and conditions of the Notes and the Warrants are published under Documents.

 

Current status on issuance and conversions of Notes and Warrants in regard to the L1 Capital agreement can be found here: Follow-up table L1 Capital

 

Exercise periods of Warrants TO3:

  • 11 April 2018 up until 25 April 2018;
  • 11 October 2018 up until 25 October 2018;
  • 11 April 2019 up until 25 April 2019;
  • 11 October 2019 up until 25 October 2019;
  • 10 April 2020 up until 24 April 2020.

Exercise periods of Warrants TO3:

  • 25 August 2018 up until 8 September 2018;
  • 22 February 2019 up until 8 March 2019;
  • 25 August 2019 up until 8 September 2019;
  • 22 February 2020 up until 8 March 2020;
  • 25 August 2020 up until 8 September 2020.

The transaction in short:

  • Investor is a fund managed by L1 Capital Pty, Ltd.
  • Investor commitment to SEK 100 million of convertibles notes with warrants attached in multiple tranches over the next 36 months.

The Notes:

  • Principal amount of SEK 100,000 per Note.
  • Interest free.
  • Maturity of 18 months.
  • Conversion price 6% discount over the reference price. (Reference price is the lowest daily volume weighted average price (VWAP) during the past 15 trading days).
  • Brighter has the option to remit cash or shares in the capital.

The Warrants:

  • Maturity of three (3) years.
  • Strike price is the tranches issuance reference price plus 30%.

Tranche structure:

  • Issuance of tranches is at Brighter’s discretion.
  • Tranche issuance reference price is the lowest daily VWAP during the past 15 trading days.
  • Number of Notes per tranche is the tranche amount divided by 100,000.
  • Number of Warrants per tranche to the Investor is the tranche amount divided by (strike price multiplied by two).
  • As close as possible to 130% of Warrants are issued to Brighter’s shareholders per tranche as a protection mechanism against dilution.