Clavister Holding AB Executes Two Issues Of Warrants

The Board of Directors of Clavister Holding AB (the “Company”) has in accordance with the authorization resolved on the Extraordinary General Meeting 11 December 2017 executed two  warrants issues of 3 062 608 warrants and 1 250 000 warrants respectively to Tagehus Holding AB (“Tagehus”). All issued warrants have been subscribed by Tagehus.

No 1 2017/2020 (”Series 1”)

A total of 3 062 608 warrants of Series 1 have been issued to Tagehus with deviation of the shareholders’ preferential rights. The reason for the deviation from shareholders’ preferential rights is that the Company has undertaken to carry out the issue as part of an agreement between the Company and Tagehus regarding, inter alia, issuing of loans to the Company. The warrants are issued free of charge and each warrant entitles the holder to subscribe for one new share in the Company for a subscription price of SEK 20. The subscription price has been determined in the loan agreement between the Company and Tagehus. Payment for subscribed shared based on warrants shall be made through cash payment or by set-off claims, under the conditions stated in Chapter 14 Section 48 of the Swedish Companies Act.

The warrants may be exercised during a period from the registration of the warrants with the Swedish Company Registration Office up to and including 29 September 2020. It is set out in the loan agreement between the Company and Tagehus that Tagehus only may exercise 562,608 warrants of Series 1 insofar the strike price corresponds to accrued interest on the loan from Tagehus to the Company.

If all warrants of Series 1 are exercised, the Company’s share capital will increase with SEK 306,260.80 and the number of shares with 3,062,608. The issue proceeds would in that case total SEK 61,252,160.

No. 2 2017/2020 (“Series 2”)

A total of 1,250,000 warrants of Series 2 have been issued to Tagehus with deviation of the shareholders’ preferential rights. The reason for the deviation from shareholders’ preferential rights is that the Company has undertaken to carry out the issue as part of the mentioned loan agreement. The warrants are issued free of charge and each warrant entitles the holder to subscribe for one new share in the Company for a subscription price corresponding to the shares’ quotient value at the time for subscription. The subscription price corresponds with the share’s quotient value and has been determined in the loan agreement. Payment for subscribed shares based on warrants shall be made through cash payment or by set-off claims, under the conditions stated in Chapter 14 Section 48 of the Swedish Companies Act.

The warrants of Series 2 intends to compensate Tagehus for the dilution Tagehus may suffer if the Company makes a rights issue or private placement based on a subscription price lower than SEK 20 per share before 30 September 2020. Hence Tagehus may only exercise warrants of Series 2 to the extent necessary to compensate Tagehus for such dilution pursuant to the loan agreement. The warrants may be exercised during a period from the day of registration of the warrants with the Swedish Company Registration Office up to and including 29 September 2020.

If all warrants are exercised, the Company’s share capital may increase with SEK 125,000 and the number of shares with 1,250,000.

For more information, please contact:
John Vestberg, President and CEO
john.vestberg@clavister.com

About Clavister

Clavister is a leading security provider for fixed, mobile and virtual network environments. Its award-winning solutions give enterprises, local and federal governments, cloud service providers and telecoms operators the highest levels of protection against current and new threats, and unmatched reliability.  The company was founded in Sweden in 1997, with its solutions available globally through its network of channel partners. Clavister is a member of Intel’s Network Builders program (networkbuilders.intel.com), a cross-industry initiative.

About Us

Clavister is a network security vendor delivering a full range of network security solutions for both physical and virtualized environments. Our network security solutions are used by a wide range of organizations throughout the world, including mobile and network security solutions for large enterprises, cloud service providers and telecom operators. Our product portfolio demonstrates world-class performance, flexibility and robustness. We continue to innovate and pioneer new and exciting areas in network security. Our Clavister product line is available both as hardware and virtual appliances. Each appliance series offers the same award-winning Clavister functionality and gives you the ultimate choice in selecting the right network security solution for your needs. This is a direct result of our constant drive to bring out innovative network security features and products to the market. Founded in 1997, Clavister has a proven track record of providing innovative solutions and leading edge security design.

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