Midsona publishes prospectus relating to the rights issue
NOT FOR PUBLICATION, RELEASE DISSEMINATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SWITZERLAND, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER STATE, TERRITORY OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION. FOR MORE INFORMATION, SEE THE SECTION IMPORTANT INFORMATION BELOW.
Midsona AB (publ) (“Midsona” or “the Company”) announced on 25 October 2022 that the Board of Directors had resolved on a new issue of shares of series A and series B with preferential right for existing shareholders of approximately SEK 600 million (“Rights Issue”), which is fully covered by subscription and underwriting commitments. The Board of Directors’ resolution of the Rights Issue was approved by the Extraordinary General Meeting on 24 November 2022. The prospectus that has been prepared in connection with the Rights Issue has today on 28 November 2022 been approved and registered by the Swedish Financial Supervisory Authority, and is available in Swedish on Midsona’s website, www.midsona.com, the Swedish Financial Supervisory Authority’s website, www.fi.se, as well as on Danske Bank’s website, www.danskebank.se/prospekt.
Subscription forms for subscription with and without subscription rights can be obtained from Midsona’s website, www.midsona.com, as well as on Danske Bank’s website, www.danskebank.se/prospekt.
ADVISeRS
In connection with the Rights Issue, Midsona has appointed Danske Bank A/S, Danmark, Sverige Filial (”Danske Bank”) as Sole Global Coordinator and Bookrunner and Advokatfirman Lindahl as legal adviser. Advokatfirman Schjødt is legal adviser to Danske Bank in connection with the Rights Issue.
FOR MORE INFORMATION, CONTACT:
Peter Åsberg, President and CEO
Phone: +46 730 26 16 32
E-mail: peter.asberg@midsona.com
Max Bokander, CFO
Phone: +46 708 65 13 64
E-mail: max.bokander@midsona.com
The information was submitted for publication on 28 November 2022 at 10.50 CET.
IMPORTANT INFORMATION
This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, Switzerland, New Zealand or South Africa or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Midsona AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that Midsona AB (publ) published today. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Canada, Hong Kong, Japan, Singapore, Switzerland, New Zealand or South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or 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.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. Only persons in the United States that are qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act or institutional “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act may participate in the offer. There will not be any public offering of any of the Securities in the United States. Outside the United States, the offer will be conducted in offshore transactions to persons other than “U.S. persons” as defined in and in compliance with, Regulation S under the Securities Act and in accordance with applicable law.
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 press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Midsona AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect Midsona AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Midsona AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Midsona AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.