Larger Shareholders, Members of the Board of Directors, and Senior Management Subscribes for Shares in Clavister’s Rights Issue.
A number of the larger shareholders, members of the Board of Directors, and senior management have announced their intention to subscribe for shares in Clavister Holding AB’s (“Clavister” or “the Company”) rights issue of shares decided by the Extraordinary General Meeting on October 22, 2020 (the "Rights Issue").
In addition to previously received subscription commitments from, among others, the Company's largest owner SPSW Capital of approximately SEK 17.5 million, Clavister has been notified by ÖstVäst Capital Management of an intention to participate in the Rights Issue through the exercise of subscription rights. ÖstVäst Capital Management, which holds approximately 5.7 percent of the total number of shares in Clavister (as of September 30, 2020) intends to subscribe for its pro rata share in the Rights Issue, corresponding to approximately SEK 8.5 million.
More over, all members of the Board of Clavister have subscribed for shares in the Rights Issue through the exercise of subscription rights in an amount corresponding to SEK 2.9 million. All members of the Company's senior management have also subscribed for shares in the Rights Issue through the exercise of subscription rights, corresponding to a total value of approximately SEK 1.5 million. Clavister’s president and CEO, John Vestberg, has subscribed for shares corresponding to SEK 280,000.
As previously communicated, the Company has received subscription commitments from, among others, SPSW Capital and from the Board members Jan Frykhammar and Staffan Dahlström amounting to a total of approximately SEK 22.3 million, corresponding to each party's pro rata share, as well as issue guarantees from a consortium of external investors of approximately SEK 130.5 milion. Thus, the Rights Issue is covered in its entirety by subscription commitments and guarantee commitments.
In the event that the Rights Issue is oversubscribed, the Company's Board of Directors has the opportunity to issue additional shares through a Subscription option which, when fully subscribed, will provide the Company with an additional approximately SEK 30 million. Allocation of the Warrants will be based on demand and with the aim of creating a good owner base, with strategic investors and large shareholders with a long-term ownership interest in the Company, and to achieve a good spread of the Company's shares, and decided by the Board. In addition to the Rights Issue and the Warrants, Clavister also carries out a directed issue of approximately SEK 54 million in parallel. The directed issue is aimed at a limited number of institutional and qualified investors, including Stena Finans, Consensus Asset Management, Adrigo and SPSW Capital as managers of most German funds (UCITS and AIF).
The subscription period in the Rights Issue runs between November 3 and November 17, 2020.
Advisers
Redeye AB is acting as financial adviser and Advokatfirman Lindahl KB is acting as legal adviser to Clavister in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is acting as issuing agent.
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IMPORTANT INFORMATION The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Clavister Holding AB. Any invitation to the persons concerned to subscribe for shares in Clavister Holding AB will only be made through the prospectus which Clavister Holding AB has presented, and the SFSA approved on 29 October 2020. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Canada, Japan, New Zeeland, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such measures are subject to legal restrictions or participation would require additional prospectuses, registration or measures besides those required by Swedish law. Furthermore, this press release may not be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.No subscription rights, paid subscription shares (Sw. Betalda och tecknade aktier) or shares subscribed for in the offer have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, unless in accordance with an applicable exception from the registration requirements of the Securities Act. Furthermore, the offer is not directed to persons resident in Australia, Hong Kong, Canada, Japan, New Zeeland, South Africa, Switzerland, Singapore or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. |
For additional information regarding this press release, please contact:
John Vestberg, President and CEO, +46 (0)660-29 92 00 or ir@clavister.com
About Clavister
Clavister is a leading European cybersecurity vendor with over 20 years of experience. Seated in Sweden, the company has customers - communication service providers, governments, enterprises and managed security service providers (MSSPs) - in more than 150 countries. Clavister provides unique security solutions to protect their digital assets and secure business continuity. The stock, Clavister Holding AB, is listed at Nasdaq First North, Growth Markets. FNCA Sweden AB is the Company’s Certified Advisor (+46 8-528 00 399, e-mail: info@fnca.se).