Midsona announces terms of its rights issue

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Midsona AB (publ) (“Midsona” or “the Company”) announced on 1 October 2019, that the Board of Directors has resolved on a new issue of shares of series A and series B with preferential right for existing shareholders of approximately SEK 600 million (the “Rights Issue”), subject to approval by the Extraordinary General Meeting on 31 October 2019. The purpose of the Rights Issue is to repay the bridge loan obtained to finance the acquisition of Alimentation Santé SAS (”Alimentation Santé”) and is carried out with the support of larger shareholders in the Company. The Board of Directors of Midsona today announces the terms of the Rights Issue through this press release.

Summary

• Shareholders in Midsona have preferential right to subscribe for two (2) new shares per five (5) existing shares of the same share class, i.e. a subscription ratio of 2:5.

• The subscription price is SEK 33.0 per new share regardless of share class which, assuming the Rights Issue is fully subscribed, amounts to proceeds of approximately SEK 600 million after the deduction of issue costs.

• The record date for the Rights Issue is 4 November 2019 and the subscription period runs from 6 November 2019 through 20 November 2019. The estimated date for publication of the prospectus is 5 November 2019.

• The last day of trading in the Midsona shares including right to participate in the Rights Issue is 31 October 2019.

• The Rights issue is subject to the approval by the Extraordinary General Meeting on 31 October 2019. Shareholders representing approximately 47.7 per cent of the shares and approximately 50.0 per cent of the votes in Midsona have, as previously communicated, expressed their support for the Rights Issue through subscription commitments or intentions to subscribe.

Terms of the rights issue

Those who are registered shareholders in Midsona on the record date of 4 November 2019, receive one (1) subscription right for each series A share and one (1) subscription right for each series B share. The subscription rights grant the holder a preferential right to subscribe for new shares, whereby five (5) subscription rights of series A entitle the shareholder to subscribe for two (2) new shares of series A and five (5) subscription rights of series B entitle the shareholder to subscribe for two (2) new shares of series B. In addition, investors are offered the possibility to subscribe for shares without subscription rights.

If all of the new shares are not subscribed for with subscription rights (primary preferential right), the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allocation of new shares.

• In such case, allocation will be made firstly to those who have subscribed for new shares with subscription rights and who have applied to subscribe for additional new shares (subsidiary preferential right). In case allocation cannot be made for all shares applied for, allocation shall be made pro rata in proportion to the number of new shares that such persons subscribed for in the offering with subscription rights.

• Secondly, allocation shall be made to those who have applied to subscribe for new shares without subscription rights. In case allocation cannot be made for all shares applied for, allocation shall be made pro rata in proportion to the number of shares specified in the respective subscription notification.

• To the extent that shares cannot be allocated as stated above, they will be allocated through the drawing of lots. The subscription right includes both the primary and the subsidiary preferential right. When selling subscription rights, both the primary and subsidiary preferential rights are transferred to the new holder of the subscription right. No allocation will be made of fewer than 20 shares.

The subscription price is SEK 33.0 per new share, regardless of share class. Assuming that the Rights Issue is fully subscribed, the share capital will be increased by a maximum of approximately SEK 92,863,720 by new issue of a maximum of 215,948 new series A shares and 18,356,796 new series B shares. Assuming full subscription, Midsona will receive total proceeds of approximately SEK 600 million, after deduction of issue costs.

The subscription period runs from 6 November 2019 through 20 November 2019. The Board of Directors of Midsona is entitled to extend the subscription period and the time for payment which, if applicable, will be announced by the Company in a press release no later than on 20 November 2019. Trading in subscription rights will take place on Nasdaq Stockholm during the period from 6 November 2019 through 18 November 2019 and the trading in paid-up subscribed shares (Sw: betalda tecknade aktier) during the period from 6 November 2019 through 2 December 2019.

Shareholders who choose not to participate in the Rights Issue will, given that the Rights Issue is fully subscribed, have their shareholdings diluted by approximately 28.6 per cent, but are able to financially compensate for this dilution by selling their subscription rights.

The Rights issue is subject to approval by the Extraordinary General Meeting on 31 October 2019 at 10:00 (CET) in the Company’s premises at Dockplatsen 16, floor 5, Malmö. The notice to the Extraordinary General Meeting is available on Midsona’s website, www.midsona.com.

SUPPORT FROM LARGER SHAREHOLDERS

The Company’s largest shareholder Stena Adactum, representing approximately 23.4 per cent of the total number of shares and approximately 27.9 per cent of the total number of votes in Midsona, supports the Rights Issue decision and has undertaken to vote for the Rights Issue at the Extraordinary General Meeting as well as to subscribe for its pro-rata share in the Rights Issue.

In addition, Andra AP-fonden, Handelsbanken Fonder, Lannebo Fonder, Nordea Investment Funds and Peter Wahlberg (including companies), together representing approximately 24.3 per cent of the capital and approximately 22.0 per cent of the votes in Midsona, have announced their intention to vote for the Rights Issue at the Extraordinary General Meeting as well as expressed their intention to subscribe for their respective pro-rata share in the Rights Issue.

Thus, shareholders representing approximately 47.7 per cent of the shares and approximately 50.0 per cent of the votes in the Company have expressed their support for the Rights Issue through subscription commitments or intentions to subscribe.

preliminARY TIMETABLE

The below timetable for the Rights Issue is preliminary and may be adjusted.

ADVISeRS

In connection with the Rights Issue, Midsona has appointed Danske Bank as financial adviser and Fredersen Advokatbyrå as legal adviser.

FOR MORE INFORMATION, CONTACT:

Peter Åsberg, President and CEO

Telephone: +46 730 26 16 32

E-mail: peter.asberg@midsona.com

Lennart Svensson, CFO

Telephone: +46 767 74 33 04

E-mail: lennart.svensson@midsona.com

This is information of the type that Midsona AB is obligated to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication through the agency of Lennart Svensson on 28 October 2019 at 08:30 CET.  

ABOUT Midsona

Midsona develops and markets strong brands in health and well-being, with products that help people to a healthier and more sustainable life. Midsona had annual sales of SEK 2,852 million in 2018. The Midsona share (MSON) is listed on Nasdaq Stockholm. For further information visit www.midsona.com.

IMPORTANT Notice

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Midsona. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Midsona will only be made through the prospectus that Midsona estimates to publish on or about 5 November 2019.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia, (“United States”)), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or any other jurisdiction in which such action would be unlawful, is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No subscription rights, paid-up subscription shares (Sw: betalda tecknade aktier), or new shares issued in Midsona have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, subscribed for, exercised, pledged, sold, resold, allocated, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption accepted by Midsona. No public offering will be made in the United States.

This press release may contain forward-looking statements which reflect Midsonas’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

About Midsona

Midsona develops and markets strong brands in health and well-being, with products that help people to a healthier and more sustainable life.  Midsona has annual sales of about MSEK 2,852 (2018). The Midsona share (MSON) is listed on NASDAQ OMX Stockholm, Mid Cap. For further information: www.midsona.com.

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