AddLife announces the final terms of the rights issue

AddLife AB (publ), reg. no. 556995-8126 (the ”Company” or ”AddLife”), announced on 26 November 2018 that the board of directors resolved, subject to the subsequent approval from the extraordinary general meeting on 20 December 2018, on a new issue of about SEK 500 million to raise capital to continue to pursue AddLife’s growth strategy and to carry out additional strategic acquisitions. Today the board of directors of AddLife announces the final terms of the rights issue.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SWITZERLAND, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES BESIDES THOSE REQUIRED BY SWEDISH LAW. ADDITIONAL RESTRICTIONS ARE APPLICABLE, SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE

Summary

• Shareholders in AddLife have preferential rights to subscribe for one (1) new share for each seven (7) existing shares of the same class, i.e. a subscription ratio of 1:7.
• The subscription price is SEK 142 per new share, regardless of the class of shares, which results in total proceeds from the issue of approximately SEK 500 million before issue expenses, provided that the rights issue is fully subscribed for.
• The record date for participation in the rights issue is 30 January 2019 and the subscription period will run from 1 February 2019, up to and including 15 February 2019.
• The last day of trading in AddLife’s B-share including the right to receive subscription rights is on 28 January 2019.

Terms for the right issue
Those who are registered by Euroclear Sweden AB as shareholders in AddLife on the record date, 30 January 2019, have preferential rights to subscribe for shares in the rights issue. Each A-share in AddLife will entitle the holder to one (1) subscription right for subscription of A-shares. Seven (7) subscription rights for subscription of A-shares entitle the holder to subscription of one (1) new A-share. Each B-share in AddLife will entitle the holder to one (1) subscription right for subscription of B-shares. Seven (7) subscription rights for subscription of B-shares entitle the holder to subscription of one (1) new B-share. In addition, investors are offered the opportunity to submit to subscribing for new shares without primary or subsidiary preferential rights.

In the event that all shares are not subscribed for on the basis of preferential rights, the board of directors shall, within the highest amount of the issue, decide on allotment of shares subscribed for without subscription rights as follows:

• firstly, allotment shall be made to those who submitted their interest and subscribed for new shares (regardless of the class of shares) with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in the case of oversubscription, in proportion to the total number of subscription rights each one has exercised;
• secondly, allotment shall be made to others who have submitted their interest to subscribe for shares without subscription rights, and in the case of oversubscription, in proportion to the number of shares which each one has submitted to subscribe for;
• to the extent that this cannot be done, allotment shall be made by drawing of lots.

The record date at Euroclear Sweden AB for determining who is entitled to receive subscription rights is 30 January 2019. The shares are traded including the right to participate in the rights issue until 28 January 2019.

The subscription price is SEK 142 per new share, regardless of class of shares. Provided that the rights issue is fully subscribed for, the share capital will be increased by not more than SEK 7 191 563 through the issuance of not more than 3 530 402 new shares, whereof 144 538 A-shares and 3 385 864 B-shares. The rights issue, if fully subscribed for, will raise a total of about SEK 500 million for AddLife prior to issue expenses.

Subscription of shares shall be made during the period from 1 February 2019 up to and including 15 February 2019. The board of directors of AddLife is entitled to extend the subscription period. Any extension of the subscription period will be announced by the Company no later than on 15 February 2019.

Shareholders who choose not to participate in the rights issue will have their shareholding diluted by approximately 13 percent, but they will have the opportunity to compensate for the dilutive effect by selling their subscription rights. Trading in subscription rights of B-shares will take place on Nasdaq Stockholm during the period from 1 February 2019 up to and including 13 February 2019. There will not be any organized trading of subscription rights of series A.

Timetable
28 January 2019    Last day of trading of B-shares including the right to receive subscription rights
29 January 2019    First day of trading of B-shares excluding the right to receive subscription rights
30 January 2019    Record date for participation in the rights issue
1 February 2019    Distribution of prospectus and issue statement to directly registered shareholders commences
1 February 2019 – 13 February 2019    Trading in subscription rights for B-shares on Nasdaq Stockholm
1 February 2019 – 15 February 2019    Subscription period    
1 February 2019 – 20 February 2019    Trading in paid subscribed shares (BTA) for B-shares on Nasdaq Stockholm
21 February 2019    Announcement of the results of the rights issue
Around 26 February 2019    Trading with new B-shares begins
Around 5 March 2019    Delivery of new shares subscribed without subscription rights

Adviser for the rights issue
Handelsbanken Capital Markets is financial adviser in connection with the rights issue. Advokatfirman Delphi is legal adviser.

Stockholm, 23 January 2019
AddLife AB (publ)

For further information, please contact:
Kristina Willgård, CEO, kristina.willgard@add.life, +46 (0)705 10 12 23
Martin Almgren, CFO, martin.almgren@add.life, +46 (0)702 28 15 45


IMPORTANT INFORMATION
The information in this press release shall not constitute an offer to acquire, subscribe for or otherwise trade in shares or other securities in AddLife. No action has been taken and measures will not be taken to permit an offer to the public in any jurisdictions other than Sweden.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia (the “US”), Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore or South Africa or at any other person where participation would require an additional prospectus, registration or other measures than those that follow by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No action has been taken or will be taken by AddLife that would permit an offer to the public in any country other than Sweden. Neither subscription rights in the offer, paid and subscribed shares nor new shares subscribed for in the offer have been, nor will be, registered under the United States Securities Act of 1933 as amended (the “Securities Act”). Securities may not be offered or sold, directly or indirectly, in or into the US, or to persons domiciled there, except pursuant to an applicable exemption from the registration requirements of the Securities Act.

AddLife is an independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sector, mainly in the Nordic region. AddLife has about 900 employees in some 40 operating subsidiaries. The group currently has net sales of around SEK 2.5 billion. The AddLife share is listed on Nasdaq Stockholm.

This information is information that AddLife AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 23 January 2019 at 14:00 p.m. (CET).