AlzeCure publishes prospectus prior to listing on Nasdaq First North Premier

THIS PRESS RELEASE WAS ORIGINALLY RELEASED IN SWEDISH FOR THE SWEDISH MARKET AND HAS LATER BEEN TRANLSATED TO ENGLISH FOR GENERAL AWARENESS ON THE GLOBAL MARKET. NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE, PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

AlzeCure Pharma AB (“AlzeCure” or the “Company”) announces a public offering of newly issued shares in the Company’s and applies for listing of such shares on Nasdaq First North Premier in Stockholm (the “Offer”). The Company has therefore prepared a prospectus (the “Prospectus”) which has today been approved by and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Prospectus is now available on, inter alia, the Company’s website, www.alzecurepharma.se/prospectus.

AlzeCure has decided to offer newly issued shares in the Company to the general public in Sweden and Denmark (with certain restrictions) as well as to institutional investors in Sweden and internationally and in connection with this apply for listing on Nasdaq First North Premier in Stockholm. The purpose of the Offer is to develop existing pharmaceutical candidates, to broaden the existing project portfolio to include new indications and to develop new substances.

The Offer and the subsequent listing on Nasdaq First North Premier will give the Company access to capital markets, create liquidity in the Company’s shares, and also bring new shareholders to AlzeCure, thereby strengthening the Company’s development. AlzeCure’s listing is also expected to have a positive effect on the Company’s relationships with partners and potential customers.

The Offer in brief

• The Offer consists of up to 14,285,715 shares
• The subscription price has been set at SEK 14.00 per share
• The Offer amounts to a total of approximately SEK 200 million. In addition, the board may use an enlargement option of maximum SEK 50 million (the “Enlargement option”)
• The portion of the Offer relating to the general public in Denmark is limited to shares amounting to less than EUR 1 million or equivalent amount in SEK
• The application period for the public will last from 7 November to 16 November 2018
• The settlement date on or around 22 November 2018
• Estimated first day of trading, provided that Nasdaq Stockholm AB approves the Company’s application, is 28 November with the ticker “ALZCUR”
• Following the completion of the Offer, provided that the Offer is fully subscribed, the number of shares in the Company will increase from 23,480,000 to 37,765,715, which represents a dilution of approximately 37.8 percent of the number of shares in the Company
• If the Enlargement option is utilized in full, the number of shares in the Company will increase with additionally 3,571,429 shares, which corresponds to a dilution of approximately 8.6 percent of the number of shares
• The total Offer, provided that the Offer is fully subscribed, corresponds to a valuation of AlzeCure of approximately SEK 528.7 million (post-money)
• The Prospectus, containing complete terms for the Offer, will be published today

Subscription undertakings
Several of existing as well as new institutional and qualified investors have already undertaken to subscribe for shares to a total of approximately SEK 155 million, equivalent to approximately 77 percent of the Offer. Among these are SEB-stiftelsen, Alzheimerfonden, William Gunnarsson och Peter Thelin.

Prospectus and application
For full details regarding the Offer, please refer to the Prospectus. The Prospectus has today been approved by and registered with the Swedish Financial Supervisory Authority and is available on AlzeCure’s website, www.alzecurepharma.se/prospectus, Vator Securities website, www.vatorsec.se and will be available on the Swedish Financial Supervisory Authority’s website, www.fi.se, within a few days.

Subscription for retail investors is provided at Nordnet Bank’s website www.nordnet.se and www.nordnet.dk, and, in some cases directly via nominees.

Advisors, etc.
Vator Securities is Sole Global Coordinator and Bookrunner in connection with the Offer and the Company’s financial advisor. Hamilton Advokatbyrå is the Company’s legal advisor. The issuing agent for the transaction is Nordnet Bank.

For further information, please contact
Johan Sandin, CEO
Tel: +46 703 738 824
johan.sandin@alzecurepharma.com

About AlzeCure Pharma
AlzeCure Pharma is a Swedish pharmaceutical research and development company developing innovative and effective drugs for the treatment of brain disease, with a primary focus on Alzheimer’s disease. The Company is developing five primary drug candidates based on the two platforms, NeuroRestore and Alzstatin. NeuroRestore consists of symptomatic drugs of which the primary drug candidate, ACD855, is planned to initiate clinical Phase I-studies in December 2018. The Company’s second platform, Alzstatin, consists of potentially disease modifying and preventive drug candidates. AlzeCure aims to have 2-3 drug candidates in clinical trials by 2020. A diversified drug portfolio which targets central signal mechanisms in the brain, enable other indications such as cognitive disorders in traumatic brain injury, sleep apnea and Parkinson’s disease.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be published, made public or distributed, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or Republic of South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any Offering of securities referred to in this announcement will only be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

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