Exercise of overallotment option and end of the stabilization period

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Pressrelease January 5, 2017

Carnegie Investment Bank AB (“Carnegie”) exercises the overallotment option regarding 1,296,667 shares in Edgeware AB (publ) (“Edgeware” or the “Company”). The stabilization period has now ended and no further stabilization transaction will be effected. 

As announced on 29 November 2016 in connection with the announcement of the offer to acquire newly issued and existing shares in the Company and the listing of the Company’s shares on Nasdaq Stockholm (the “Offering”), the principal owners[1] have granted an overallotment option to Carnegie and Handelsbanken Capital Markets. The option has consisted in a possibility for Carnegie and Handelsbanken Capital Markets to, in whole or in part for 30 days from the first date of trading in the Company’s shares on Nasdaq Stockholm, acquire up to 2,027,185 additional existing shares in the Company from the principal owners, corresponding to up to 15 percent of the number of shares encompassed by the Offering, at a price corresponding to the price in the Offering, i.e. 29 SEK, to cover any overallotment in connection with the Offering. Carnegie and Handelsbanken Capital Markets now notify that the overallotment option with respect to 1,296,667 existing shares has been exercised. Consequently,
730,518 shares in Edgeware which Carnegie has lent from the principal owners in order to cover overallotment in connection with the Offering will be re-delivered.

In addition, in its capacity as stabilization manager, Carnegie has had the possibility to carry out transactions with the purpose of supporting the market price at levels above those which might otherwise prevail in the open market.

It has been possible to effect such stabilization transactions on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period which started on the date of commencement of trading in the shares on Nasdaq Stockholm
(9 December 2016) and ended no later than 30 calendar days thereafter (the “Stabilization Period”), which means that the last trading day on which stabilization may be effected is 5 January 2017 and thus the Stabilization Period has ended. Nevertheless, Carnegie has not been required to undertake any stabilization and it has been possible to discontinue any stabilization at any time without prior notice. No transactions have been effected at levels above the price in the Offering.

The Stabilization Period regarding the Offering has now ended and no further stabilization transactions will be effected. Specified below is a summary of the stabilization transactions which Carnegie has undertaken during the Stabilization Period in accordance with article 5(4) in the Market Abuse Regulation 596/2014 and which were previously disclosed in press releases as of 22 December 2016 and
4 January 2017, respectively. All transactions during the Stabilization Period have been effected on Nasdaq Stockholm and no stabilization transactions have been effected on other dates that those specified below. The contact person at Carnegie is Magnus Andersson (tel:+468-5886 88 00).

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This information is information that Edgeware 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 person set out below, at 17.00 CET on
5 January 2017. 

For further information, please contact:

Gunilla Wikman, IR Manager, +4670-763 81 25, gunilla.wikman@edgeware.tv

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 distributed or sent into the United States, Australia, Canada, Japan 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.

The offering of securities referred to in this announcement has been 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.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

In connection with the offer or sale of securities referred to herein, the Joint Bookrunners may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Joint Bookrunners in accordance with all applicable laws and rules.

[1] Creandum KB, Creandum I Annex Fund AB, Amadeus III, Amadeus III Affiliates Fund LP and Amadeus EII LP