Episurf Medical announces outcome of preferential rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE UNITED KINGDOM, JAPAN, NEW ZEALAND, SINGAPORE, SWITZERLAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL

“We have recently been through a major change in our ownership structure, and I am incredibly grateful for the support that our existing, as well as new shareholders, have shown in this rights issue. We have now financed a critical step in our development, and we repeat that we are following our strategy towards the standardization of our technology. We are now ready for the next step, and we have a lot to look forward to, both short-term as well as a long-term,” says Pål Ryfors, CEO, Episurf Medical.

The outcome of Episurf Medical AB’s (publ) (“Episurf Medical” or the “Company”) preferential rights issue of up to SEK 98.3m for which the subscription period ended on May 29, 2019, shows that 37,976,547 shares, corresponding to 54.1 percent of the rights issue, were subscribed for with subscription rights (including subscription commitments). Additionally, 993,602 shares, corresponding to 1.4 percent of the rights issue, were subscribed for without subscription right. Consequently, 14,759,694 shares, corresponding to 21.0 percent of the rights issue, have been allotted to underwriters in accordance with the underwriting commitments entered into beforehand. Through the rights issue, Episurf Medical will receive proceeds of approximately SEK 75.2m before deduction of transaction related costs.

The 993,602 shares subscribed for without subscription rights have been allotted to the subscribers in accordance with the principles set out in the prospectus prepared for the rights issue and published on May 9, 2019. Notification of allotment of shares subscribed for without subscription rights is expected to be initiated on or around June 4, 2019. Nominee registered shareholders will receive notice of allocation in accordance with the procedure of the nominee. Only those who are allotted shares will be notified.

Shares and share capital

Through the rights issue, Episurf Medical’s share capital will increase with SEK 16,132,677.73 to SEK 27,302,316.79 and the number of shares will increase with 478,147 shares of series A and 53,251,966 shares of series B to a total of 90,930,755 shares.

Trading in BTA

Trading in BTA (paid-up shares) of series B on Nasdaq Stockholm will continue until the rights issue has been registered with the Swedish Companies Registration Office. BTA of series A will not be traded on Nasdaq Stockholm. BTA will upon registration of the new shares with the Swedish Companies Registration Office be converted to ordinary shares.

Advisors

Redeye AB is financial advisors and DLA Piper Sweden is legal advisor to Episurf Medical in the rights issue.

For more  information, please contact:

Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com

Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@episurf.com

About Episurf Medical

Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and individualised treatment alternatives. Episurf Medical’s Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.

This information is information that Episurf Medical AB 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 above, at 16.00 CEST on 4 June 2019.

IMPORTANT INFORMATION

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares or other securities in Episurf Medical. No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden. The invitation to eligible persons to subscribe for shares in Episurf Medical was only made through the prospectus which Episurf Medical published on 9 May 2019.

The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland, the United Kingdom or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares in the USA. No subscription rights, paid subscribed shares (BTA) or shares or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the United States other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission (SEC), any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the offer or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.

Within the European Economic Area ("EEA"), no offer of Securities is made in any other jurisdiction than Sweden. In other member states in the EEA which have implemented the Directive 2003/71/EC of the European Parliament and of the Council ("Prospectus Directive"), an offer of Securities may only be made in accordance with an exemption from the Prospectus Directive and any relevant implementation measures (including measures to implement the Directive 2010/73/EU of the European Parliament and of the Council).

This press release may contain certain forward-looking statements which reflect Episurf Medical's current view of future events and financial and operational developments. Words such as "intends", "estimates", "expects", "may", "plans", "deems", "believes", "assesses", "anticipates", "will", and other similar expressions which imply indications or predictions regarding future developments or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is by nature affiliated with known and unknown risks and uncertainties since it is dependent on future events and circumstances. Forward-looking information does not constitute any guarantee regarding future results or development and the actual outcome may materially differ from forward-looking statements. The information, assessments and forward-looking statements in this press release are only relevant as of the date of this press release and may change without notice.

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