ADDvise Group completes a directed new share issue of B shares of approximately SEK 100 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS, RUSSIA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
ADDvise Group AB (publ) (“ADDvise” or the “Company”) has, in accordance with the intention announced in the Company’s press release earlier today, carried out a directed new share issue of 10,650,000 shares of series B, corresponding to approximately SEK 100 million (the “Directed New Share Issue”). The subscription price of the shares in the Directed New Share Issue amounts to SEK 9.40 per share of series B and was determined through an accelerated book building procedure led by ABG Sundal Collier AB ("ABG Sundal Collier") and Pareto Securities AB (“Pareto Securities”). A large number of Swedish and international institutional investors, including Länsförsäkringar Fonder and Thomas Eklund, participated in the Directed New Share Issue.
The Board of Directors of ADDvise has, in accordance with the intention announced in the Company’s press release earlier today, resolved on a directed share issue of 10,650,000 new shares of series B, pursuant to the authorization granted to the Board of Directors by the annual general meeting on May 5, 2023. The subscription price in the Directed New Share Issue was SEK 9.40 per share of series B and has been determined through an accelerated bookbuilding procedure carried out by the Company’s financial advisers ABG Sundal Collier and Pareto Securities. It is therefore the Board of Directors’ assessment that the terms for the Directed New Share Issue and the subscription price are in accordance with current market conditions. The subscription price per share of series B in the Directed New Share Issue constitutes a discount of approximately 7.3 per cent compared to the closing price on Nasdaq First North Premier Growth Market on March 14, 2024. Through the Directed New Share Issue ADDvise will receive approximately SEK 100 million before deduction of transaction costs.
A large number of Swedish and international institutional investors, including Länsförsäkringar Fonder and Thomas Eklund, participated in the Directed New Share Issue which was heavily oversubscribed.
In accordance with the Company’s press release earlier today, the Company intends to use the net proceeds from the Directed New Share Issue to create financial preparedness to be able to act on acquisition opportunities in accordance with the Company’s communicated growth strategy, as well as for general corporate purposes.
The Board of Directors has carefully considered the possibility to raise capital through a rights issue and has made the assessment that it currently, for several reasons, is more advantageous for the Company and the shareholders to raise capital through a directed share issue. A rights issue would take significantly longer time to execute, which could impair the Company's financial flexibility and ability to act on potential value-adding acquisition opportunities, especially in the current volatile market environment. The Company further assesses that a rights issue under current market conditions would entail higher costs related to potential issue guarantees. Lastly, the Company wishes to expand and strengthen its base of institutional and professional shareholders in order to, inter alia, improve the liquidity of the Company’s share.
In the current volatile market environment - which may entail that the conditions for capital raises can change rapidly - the Company deems it prudent to act on the prevailing opportunity to raise further capital from reputable institutional and professional investors. In view of this, it is the overall assessment of the Board of Directors that the reasons to carry out the Directed New Share Issue with deviation from the shareholders’ preferential rights clearly and with sufficient strength outweigh the reasons that justifiy the main rule that share issues shall be carried out with application of the shareholders’ preferential rights. It therefore lies in the Company's and its shareholders' interests to carry out the Directed New Share Issue with deviation from the main rule of shareholders' preferential rights.
Through the Directed New Share Issue, the number of outstanding shares will increase by 10,650,000 shares, from 188,184,197 shares to 198,834,197 shares. The share capital will increase by SEK 1,065,000.00, from SEK 18,818,419.70 to SEK 19,883,419.70. The Directed New Share Issue entails a dilution of approximately 5.4 per cent of the number of shares and 4.0 per cent of the number of votes in the Company based on the number of shares and votes following the Directed New Share Issue.
In connection with the Directed New Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 6 months after the announcement of the outcome of the Directed New Share Issue. Shareholding board members and shareholding senior executives have undertaken, subject to customary exceptions, not to sell any shares in ADDvise for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue.
Advisers
ABG Sundal Collier and Pareto Securities are acting as Joint Bookrunners in connection with the Directed New Share Issue. Gernandt & Danielsson Advokatbyrå KB is acting as legal counsel to the Company and Baker & McKenzie Advokatbyrå is acting as legal counsel to the Joint Bookrunners in connection with the Directed New Share Issue.
For additional information, please contact:
Rikard Akhtarzand, CEO
M: +46 765 259 071
E: rikard.akhtarzand@addvisegroup.se
Oliver Humlen, CFO
M: +46 709 162 697
E: oliver.humlen@addvisegroup.se
About ADDvise Group AB (publ)
ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 2 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, CA@mangold.se,is the Company's Certified Adviser. Additional information is available at www.addvisegroup.com.
This information is such that ADDvise Group AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on March 14, 2024 at 23:00 CET.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. ADDvise has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA Member State, this communication is only addressed to and is only directed to “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States, South Korea, Belarus, Russia or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed New Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The Joint Bookrunners is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed New Share Issue or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Premier Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in ADDvise have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in ADDvise may decline and investors could lose all or part of their investment; the shares in ADDvise offer no guaranteed income and no capital protection; and an investment in the shares in ADDvise is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed New Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in ADDvise.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ADDvise and determining appropriate distribution channels.
