Elos Medtech publishes prospectus for the rights issue and updates timetable

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE FURTHER REGISTRATION MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

Elos Medtech publishes prospectus for the rights issue and updates timetable

The prospectus for the rights issue of shares of series B  in Elos Medtech AB (publ) (”Elos Medtech” or the ”Company”) of up to approximately SEK 4,337 million, which was resolved upon by the board of directors on 12 August 2023 subject to approval by the general meeting and approved by the extraordinary general meeting on 15 September 2023 (the ”Rights Issue”), has today on 19 October 2023 been approved and registered by the Swedish Financial Supervisory Authority, and is available on Elos Medtech’s website https://elosmedtech.com/rights-issue-2023/. In connection with the approval of the prospectus, the board of directors of Elos Medtech has utilized its authorization in the Rights Issue resolution to extend the deadline for payment of shares subscribed for without subscription rights as set out below.

The prospectus and application forms for subscription both with and without preferential right can be obtained from Elos Medtech and DNB and are available on Elos Medtech’s website https://elosmedtech.com/rights-issue-2023/ and on DNB’s website for prospectuses www.dnb.se/emission.

For further information on how to participate in the Rights Issue, please see section “Terms and conditions” in the prospectus.

Updated timetable for the Rights Issue

According to the Rights Issue resolution, payment for shares subscribed for without subscription rights in the Rights Issue is to be made to an account designated by the Company not later than 3 banking days after notice of allotment. The last day of payment for shares subscribed for without subscription rights has thus been expected to be 9 on November 2023. The board of directors has, in the Rights Issue resolution, been authorized to extend the time period for payment of shares subscribed for in the Rights Issue. The board of directors has now, by power of this authorization, resolved to extend the time period for payment for shares subscribed for without subscription rights to not later than 4 banking days after notice of allotment. The last day for payment of shares subscribed for without subscription rights is now expected to be on 10 November 2023. Payment initiated on 10 November 2023 and received on the account designated by the Company not later than 15:00 CET on 13 November 2023 is deemed to have been paid before the end of the time period for payment.

The extension of the time period for payment entails certain changes to previously communicated dates for the Rights Issue, as set out below.

Legal advisor

White & Case acts as legal adviser to Elos Medtech in connection with the Rights Issue.

For further information, please contact:

Stefano Alfonsi, President and CEO, +44 772 04 98 342, email: stefano.alfonsi@elosmedtech.com
Ewa Linsäter, CFO, +46 766 33 32 33, email: ewa.linsater@elosmedtech.com

About Elos Medtech

Elos Medtech is a leading development and production partner for medical devices and components, with a focus on dental and orthopedic implants and instruments. The Company operates from facilities in Sweden, Denmark, China, and the U.S. The customer base comprises international medical technology companies.

Elos Medtech has more than 650 employees and a turnover of approximately SEK 950 million. Elos Medtech has been listed on NASDAQ Stockholm AB since 1989. Elos Medtech’s B share is categorized as a Health Care company on the Mid Cap list.

IMPORTANT INFORMATON

The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Elos Medtech. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not a prospectus for the purpose of Regulation (EU) 2017 /1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the above mentioned prospectus.

This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the “Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this announcement 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 (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

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. The Company does not undertake any obligation to review, update, confirm or 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 communication.

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