ADDvise Group AB (publ) proposes directed issue to guarantors in connection with the previously oversubscribed rights issue – Regulatory information
ADDvise Group AB (publ) ("ADDvise" or the “Company") has completed the rights issue of 43,042,288 units that was announced on December 12, 2018 (the "Rights Issue"). In connection therewith, directed issues are carried out in accordance with the guarantee agreement with the guarantors of the Rights Issue who have chosen to receive guarantee remuneration in the form of shares (the "Remuneration Issues"). The subscription price in the Remuneration Issues is set at SEK 0.638 per share and payment is made through cancellation of claim.
As communicated in connection with the Rights Issue, the guarantors had the opportunity to choose to receive their guarantee remuneration in the form of cash or shares. A number of guarantors have chosen to receive the guarantee remuneration in the form of newly issued series B shares in the Company. For this reason, the Company will call for an extraordinary general meeting, which is scheduled to be held on March 12, 2019, to decide on directed issues of in total 2,005,526 series B shares to the guarantors.
The extraordinary general meeting is proposed to decide on issuance of 1,058,248 series B shares to the guarantors belonging to the so-called LEO circuit (these are Fredrik Celsing, board member, Kivsvalk AB (Rikard Akhtarzand, board member and CEO), Meg Tivéus AB (Meg Tivéus, board member) and Tuida Holding AB (Staffan Torstensson, chairman of the board), as well as on issuance of 947,278 shares of series B to the external guarantors (these are Nordnet Pension, Mangold Fondkommission AB and Wilhelm Christerson).
The reasons for the deviation from the shareholders' preferential rights in the Remuneration Issues are to fulfil the Company's commitments to the guarantors as a result of the guarantee agreements entered into.
Payment shall be made through set-off against the claims against the Company, which consists of the respective person's guarantee remuneration. The subscription price has been set at SEK 0.638 per share, which is the volume-weighted average price for ADDvise share of series B during the subscription period from January 17 to January 31. Through the directed issues, ADDvise shares increase with 2,005,526 series B shares to a total of 88,090,102 shares, of which 7,619,439 are series A shares and 80,470,663 are series B shares. Through the Remuneration Issues, the share capital is increased by a total of SEK 200,552.60 to SEK 8,809,010.20. The dilution due to the direct issues amounts to 2.28 percent.
The table below presents the guarantors who requested to receive their respective guarantee compensation in the form of shares of series B in the Company.
Mangold Fondkommission AB
Kivsvalk AB (Rikard Akhtarzand)
Meg Tivéus AB (Meg Tivéus)
Tuida Holding AB (Staffan Torstensson)
Invitation to the extraordinary general meeting will be published through a separate press release today, February 22, 2019.
Mangold Fondkommission AB is financial advisor and Hamilton Advokatbyrå is legal advisor to ADDvise in connection with the Rights Issue.
For further information, please contact:
Rikard Akhtarzand, CEO
+46 765-25 90 71
This information is required for ADDvise Group AB (publ) to disclose under the EU market abuse regulation. The information was submitted by ADDvise for publication on February 22, 2019 at 08:30 CET.
ADDvise Group AB (publ) is a leading supplier of equipment to healthcare and research facilities. The group consists of approximately 10 subsidiaries organized into two business areas, Lab and Healthcare. Sales are global. The Group has a clear acquisition strategy with the aim of raising shareholder value and expand the business – both geographically and product wise. ADDvise Group’s shares are listed on Nasdaq First North and 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 press release is not an offer to purchase, subscribe for or otherwise trade in shares, units or other financial instruments in ADDvise. Invitation to concerned persons to subscribe for units in ADDvise is only made through the investment memorandum that ADDvise published on January 16, 2019.
This press release shall not, directly or indirectly, be released, published or distributed in or to the United States, Australia Japan, Canada or other country where such action as a whole or in part is subject to legal restrictions.
Neither unit rights, units subscribed for ("BTU"), newly issued shares or warrants have been recommended or approved by any US federal or state securities authority or regulatory authority. No unit rights, BTU, newly issued shares have been registered or will be registered under the United States Securities Act of 1933, as applicable, or in accordance with applicable laws in the United States, Australia, Japan, Canada or in any other country where the Rights Issue or distribution of the press release is in violation of applicable laws or regulations or presupposes that a prospectus/investment memorandum is established, registered or that any other measure is undertaken beyond that required by Swedish law.
There is no intention to register any portion of the offer in the United States and the securities issued in the Rights Issue will not be offered to the public in the United States.
This press release may contain certain forward-looking information that reflects ADDvise's current views on future events as well as financial and operational development. Words that are "intended", "come", "judged", "expected", "can", "plan", "appreciate" and other expressions that imply indications or predictions about future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual outcomes may differ substantially from what is stated in forward-looking information. This information, the opinions and the forward-looking statements contained in this press release are valid only on this date and may be amended without notice. ADDvise makes no representations about publishing updates or revisions of forward-looking information, future events or similar circumstances other than the applicable law.