Karo Pharma’s rights issue fully subscribed

Not for release, publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction in which the distribution or release would be unlawful or require further registration measures. This press release does not constitute an offer of any securities of Karo Pharma Aktiebolag. See the section “Important information” below.

The result of Karo Pharma Aktiebolag’s (“Karo Pharma”) rights issue of approximately SEK 2.5 billion (the “Rights Issue”) shows that 47,954,417 shares have been subscribed for by virtue of subscription rights. The remaining 266,983 shares have been allotted to persons who have subscribed for shares without subscription rights. The rights issue is thus fully subscribed and Karo Pharma will receive proceeds amounting to approximately MSEK 2,508 prior to issue costs.

• The subscription price in the Rights Issue was SEK 52 per new share.
• The result shows that 47,954,417 shares, corresponding to approximately 99.45 per cent of the shares offered in the rights issue, have been subscribed for by virtue of subscription rights. Additionally, applications to subscribe for 57,872,707 shares without subscription rights have been received. The rights issue is thus fully subscribed and no guarantee commitments have had to be utilised.
• Allotment of shares subscribed for without subscription rights has been made in accordance with the principles described in the prospectus. As confirmation of allotment of new shares subscribed for without subscription rights, a contract note will be sent to those who have been allotted shares, which is expected to take place on or about 20 April 2022. No notice will be sent to those who have not been allotted shares. Subscribed and allotted shares must be paid for in cash in accordance with the instructions on the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of each nominee.
• As a result of the rights issue, Karo Pharma will receive proceeds amounting to approximately MSEK 2,508 prior to issue costs. Through the rights issue, Karo Pharma’s share capital will increase by SEK 19,288,347.631433, from SEK 90,012,290.546672 to SEK 109,300,638.178105, and the number of shares in Karo Pharma will increase by 48,221,400 shares, from 225,033,204 shares to 273,254,604 shares.
• New shares subscribed for by virtue of subscription rights are expected to be registered with the Swedish Companies Registration Office (the “SCRO”) on or about 20 April 2022 and are expected to be admitted to trading at Nasdaq First North Growth Market on or about 28 April 2022.
• New shares subscribed for without subscription rights are expected to be registered with the SCRO on or about 29 April 2022 and are expected to be admitted to trading at Nasdaq First North Growth Market on or about 2 May 2022.
• The last day of trading in paid subscribed shares (“BTA”) is expected to be 26 April 2022.

Advisors

Skandinaviska Enskilda Banken AB (“SEB”), DNB Markets, part of DNB Bank ASA, Swedish branch (“DNB”) and Swedbank AB (publ) (“Swedbank”) are Joint Global Coordinators in connection with the Rights Issue. White & Case Advokataktiebolag is legal advisor to Karo Pharma in connection with the Rights issue.

For further information, please contact:

Christoffer Lorenzen, CEO, +46 73-501 76 20, christoffer.lorenzen@karopharma.com

Jon Johnsson, CFO, +46 73-507 88 61, jon.johnsson@karopharma.com

The information was submitted for publication by the contact persons set out above, at 08:30 CEST on 19 April 2022.

Certified Adviser

Erik Penser Bank AB is the Karo Pharma’s Certified Adviser. Contact information: Erik Penser Bank AB, Box 7405, 103 91 Stockholm, Sweden, phone: +46 (0)8-463 80 00, email: certifiedadviser@penser.se.

About Karo Pharma

Karo Pharma delivers smart choices for everyday healthcare. We own and commercialize branded, original over-the-counter products and prescription medicines. Our products are available in more than 90 countries, with Europe and the Nordic region as our core markets. Karo Pharma is headquartered in Stockholm, Sweden and listed on Nasdaq First North Growth Market.

 Important information

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 Karo Pharma Aktiebolag. 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 a prospectus. Any invitation to those entitled to subscribe for shares in Karo Pharma Aktiebolag is made solely through the prospectus which Karo Pharma Aktiebolag published on 23 March 2022.

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 e ngaged in only with relevant persons.

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