AddLife announces the terms of its rights issue of about SEK 500 million

The Board of Directors of AddLife AB (publ) (“AddLife”) has resolved on a rights issue of about SEK 500 million with preferential rights for existing shareholders, subject to approval by an Extraordinary General Meeting of Shareholders.

• The Board of Directors of AddLife resolved today, 26 November 2018, subject to approval by the Extraordinary General Meeting of Shareholders to be held on 20 December 2018, to conduct a rights issue of about SEK 500 million.
• The complete terms of the rights issue, including the increase in share capital, number of shares to be issued and subscription price are expected to be announced at the latest on 23 January 2019. Conditional on approval by the Extraordinary General Meeting, 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.
• AddLife’s two largest shareholders by votes Tom Hedelius and Roosgruppen AB, together with Swedbank Robur, Odin Fonder, Skandia and Lannebo Fonder, who together hold shares representing about 51 percent of votes and about 36 percent of the share capital in AddLife, have expressed their support for the rights issue and their intention to subscribe for their pro rata share of the rights issue. In addition, the main shareholders in Biomedica Medizinprodukte GmbH have also expressed their support for the rights issue and their intention to subscribe for their pro rata share of the rights issue.  

Background and rationale
The purpose of the rights issue is to raise capital to continue to pursue AddLife’s growth strategy and to carry out more strategic acquisitions.

Rights issue
The Board of Directors of AddLife resolved on 26 November 2018, subject to approval by the Extraordinary General Meeting of Shareholders on 20 December 2018, to conduct a rights issue. Each owner of class A and class B shares has preferential rights to the subscription of new shares of the same class in relation to the number of shares already held (primary preferential right). Shares not subscribed for on the basis of primary preferential rights will be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in relation to the number of shares already held and, to the extent that this is not possible, by drawing lots. With the sale of subscription rights, both the primary and the subsidiary preferential rights are transferred to the new holder of the subscription right. In addition, shareholders and the public will be invited to subscribe for shares without primary or subsidiary preferential rights. Allotment shall be made in proportion to the number of shares that each subscriber has registered for subscription. To the extent that shares cannot be allotted as stated above, they will be allotted by drawing lots.

The record date for determining the right to receive subscription rights shall be 30 January 2019. Subscription of shares with primary preferential rights is expected during the period from 1 February 2019 up to and including 15 February 2019, or such later date as decided by the Board of Directors. Trading in subscription rights for B-shares is expected to take place from 1 February 2019 up to and including 13 February 2019 on Nasdaq Stockholm, or such later date as decided by the Board of Directors.

To ensure that Class B shares arising through subscription by virtue of warrants issued by the Company shall give right to participate in the rights issue, the subscription must be executed not later than 30 January 2019.

The complete terms of the rights issue, including the increase in share capital, number of shares to be issued and subscription price are expected to be announced at the latest on 23 January 2019.

The Board of Director’s resolution on the rights issue is subject to approval by the Extraordinary General Meeting and requires approval of the resolution by shareholders representing more than half of the votes cast. For more information, please see the notice to attend the Extraordinary General Meeting in a separate press release.

A prospectus will be prepared in connection with the rights issue and will be submitted to the Swedish Financial Supervisory Authority for approval. The prospectus is expected to be approved by the Swedish Financial Supervisory Authority and published before the start of the subscription period. The prospectus will be available on AddLife’s website.

Indicative timetable for the rights issue

28 January 2019    Last day of trading of AddLife’s Class B shares including the right to receive subscription rights    
29 January 2019    First day of trading of AddLife’s Class 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 – 15 February 2019    Subscription period
1 February 2019 – 13 February 2019    Trading in subscription rights for B-shares on Nasdaq Stockholm    
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 Class B shares begins
Around 5 March 2019    Delivery of new shares subscribed without subscription rights


Intentions to subscribe
AddLife’s two largest shareholders by votes Tom Hedelius and Roosgruppen AB, together with Swedbank Robur, Odin Fonder, Skandia and Lannebo Fonder, who together hold shares representing about 51 percent of votes and about 36 percent of the share capital in AddLife, have expressed their support for the rights issue and their intention to subscribe for their pro rata share of the rights issue. In addition, the main shareholders in Biomedica Medizinprodukte GmbH have also expressed their support for the rights issue and their intention to subscribe for their pro rata share of the rights issue. 
 
Adviser
Handelsbanken Capital Markets is financial adviser in connection with the rights issue. Advokatfirman Delphi is legal adviser.
Stockholm, 26 November 2018
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 a public offering 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 any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required 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 a public offering in any country other than Sweden. No subscription rights in the offer, paid and subscribed shares or new shares subscribed for in the offer have been, or 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 available 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 600 employees in some 30 operating subsidiaries. The group currently has net sales of around SEK 2.5 billion. AddLife shares are 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 26 November 2018 at 14:01 p.m. (CET).