Exercise of over-allotment option and end of stabilization period

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

Carnegie Investment Bank AB (publ) (“Carnegie”) exercise the over-allotment option in respect of 579,786 shares in RugVista Group AB (publ) (“RugVista Group” or the “Company”). The stabilization period has now ended and no further stabilization transactions will be effected.

As announced on March 18, 2021 in the press release regarding first day of trading in the RugVista Group share on Nasdaq First North Premier Growth Market (the “Offering” and “Nasdaq First North Premier”, respectively), Carnegie has, in its capacity as stabilization manager, had the option to carry out transactions in the RugVista Group share aimed at supporting the market price of the share at levels above those which might otherwise prevail in the market.

Stabilization transactions in the RugVista Group share have been possible to effect on Nasdaq First North Premier, in the over-the-counter market or otherwise, at any time from the first day of trading on Nasdaq First North Premier (on March 18, 2021) and for no longer than 30 calendar days thereafter. Carnegie has, however, had no obligation to effect stabilizing transactions and there has been no assurance that stabilizing transactions would be undertaken. Further, stabilizing transactions, if undertaken, could be discontinued at any time without prior notice. In no event stabilization transactions could be effected at levels above the price in the Offering (i.e. SEK 125 per share).

Carnegie has notified that stabilization measures have been undertaken in respect of 977,742 shares in the Company in accordance with article 5(4) in the EU Market Abuse Regulation (EU No 596/2014). All stabilization transactions have been effected on Nasdaq First North Premier. The stabilization period regarding the Offering has now ended and no further stabilizing transactions will be effected. Below is a summary of the stabilization transactions which have been undertaken during the stabilization period in accordance with the press release on March 29, 2021. Contact person at Carnegie is Magnus Andersson, phone: +46 8 5886 8800.

In connection with the Offering the Selling Shareholders[1] entered into an undertaking to, within 30 days from the first day of trading on Nasdaq First North Premier, upon the request of Carnegie, sell up to 1,557,528 existing shares in RugVista Group to cover any over-allotment in connection with the Offering (the “Over-Allotment Option”). Since Carnegie, in accordance with what is stated below, has undertaken stabilization transactions in respect of 977,742 shares in the Company, Carnegie has today notified that Carnegie has exercised the Over-Allotment Option in respect of 579,786 shares.

Stabilization information
Issuer: RugVista Group AB (publ)
Securities: Share (ISIN: SE0015659834)
Offering size: 13,924,280 shares (including over-allotment option)
Offering price: SEK 125
Trading venue: Nasdaq First North Premier Growth Market (SSME)
Ticker: RUG
Stabilization manager: Carnegie Investment Bank AB (publ)
Stabilization measures
Date Quantity (number of shares) Highest price (SEK) Lowest price (SEK) Volume weighted average price (SEK) Currency Trading venue
2021-03-18 463,365 125.0000 125.0000 125.0000 SEK SSME
2021-03-19 272,438 125.0000 122.9800 124.2595 SEK SSME
2021-03-22       28,604 124.4000 124.3000 124.3454 SEK SSME
2021-03-23 46,543 125.0000 125.0000 125.0000 SEK SSME
2021-03-24 43,847 125.0000 125.0000 125.0000 SEK SSME
2021-03-25 90,901 125.0000 123.8000 124.5958 SEK SSME
2021-03-26 17,044                       124.4000            124.4000 124.4000 SEK SSME
2021-03-29 15,000 125.0000 125.0000 125.0000 SEK SSME

For further information, please contact:

Michael Lindskog, CEO RugVista Group

Telephone: +46 40 668 81 04

Email: investorrelations@rugvistagroup.com

Website: www.rugvistagroup.com

This disclosure contains information that RugVista Group is obliged to make public pursuant to the EU Market Abuse Regulation (EU No 596/2014). The information was submitted for publication, through the agency of the contact persons set out above, at 18:00 CET on April 16, 2021.

Important information

This press release does not constitute an offer or a solicitation to sell or acquire securities in the Company in any jurisdiction. The contents of this press release has been prepared by the Company and the Company is solely responsible for the contents hereof.

Any offering of the securities referred to in this announcement has been made by means of a prospectus prepared in accordance with Regulation (EU) of the European Parliament and of the Council) 2017/1129 (the “Prospectus Regulation”). This press release does not constitute a prospectus in accordance with the Prospectus Regulation. Investors should not subscribe or deal in securities referred to in this press release other than on the basis of the information included in a prospectus.

Copies of this press release or the information herein may not, wholly or partly, direct or indirect, be distributed or sent to the United States, Australia, Hong Kong, Canada, New Zealand, Japan, Switzerland or South Africa or any other jurisdiction where such distribution would be illegal or require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

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, Canada, New Zealand, Japan, Switzerland or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries. The Company does not intend to make an offer to the public to acquire the securities mentioned in this press release other than in Sweden, Norway and Finland.

In the EEA Member States, with the exception of Sweden, (each such EEA Members 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. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will only be processed for qualified investors. 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 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 are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking information

This press release may contain certain forward-looking information and statements that reflect the Company’s current views on future events as well as financial and operational developments. Words such as “refer”, “assess”, “expect”, “can”, “plan”, “estimate”, “calculate”, “could” and other expressions that indicate indications or assessments regarding future developments or trends, and which does not relate to historical facts, constitutes forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee regarding future results or development and the actual outcome may differ materially from what is stated in forward-looking information. The Company does not make any representations about publishing updates or revisions of forward-looking information as a result of new information, future events or similar circumstances other than as provided by applicable law.

 

[1] The ”Selling Shareholders” refers to Litorina IV L.P. and a few other shareholders.