Vigmed announces a fully guaranteed rights issue of approximately SEK 57 million

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• The Board of Directors of Vigmed announces a fully guaranteed rights issue of approximately SEK 57 million
• The rights issue provides Vigmed with the necessary funds to finance its sales efforts in Europe and expected growth
• Shareholders in Vigmed have preferential rights to subscribe for one (1) new share for two (2) existing shares held, i.e. an issue ratio of 1:2
• The subscription price is SEK 2.60 per share
• The rights issue is fully guaranteed by existing shareholders and external guarantors
• A proposal for resolution on the rights issue is presented to the Extraordinary General Meeting to be held on 12 November 2015 and provided that the EGM resolves in accordance with the proposal, the subscription period will run from 23 November to 7 December 2015. Notice of the Extraordinary General Meeting will be available on the company’s website www.vigmed.com

Henrik Olsen, CEO of Vigmed comments:
“Vigmed’s main focus is on increasing sales in our core European markets. The fully guaranteed rights issue of SEK 57 million provides capital to the company’s sales efforts and expected growth. We are now looking forward with a sales-focused strategy and we are fully committed to creating value for our shareholders, distributors, customers and employees.”

Background and reasons

Vigmed Holding AB (publ) (“Vigmed” or the “Company”) is a Swedish medical technology company founded in 2009, with the mission to actively contribute to reducing the risk of the spread of infections and diseases for healthcare personnel by eliminating unintentional needle stick injuries within the healthcare sector.

Needle stick injuries are a major concern for doctors, nurses and other healthcare personnel that risk being infected with ebola, HIV, hepatitis or any other of the approximately 60 pathogens that can be transmitted via an infected needle. Over one million doctors, nurses and other healthcare personnel are estimated to be affected every year in Europe alone.

Vigmed’s proprietary patented high-quality products are resource-efficient, safe, easy to use and of high quality. The following product lines have been released: CLiP® Ported, CLiP® Winged, CLiP® Neo, SWiNG Universal and SWiNG Clic-On.

A commercial launch of the CLiP® range began in late 2014. In the beginning of 2015, Vigmed received feedback from some customers regarding a detail in the product’s design that could impact the robustness of the CLiP® Winged product line. The issue did not require a recall of the products, but all distributors were informed and Vigmed offered to replace the delivered products. Following a design adjustment to Vigclip®, the Company's tests now clearly show that the issue is resolved. Design adjustments have since the summer been incorporated into the production of all Vigmeds CLiP® products. However, this process has led to lower than previously expected sales for the first three quarters of 2015.

A pre-launch of the important product family SWiTCH was initiated during September 2015. Vigmed received a major order from one of the company’s largest distributors less than one month after the trial-period had commenced, which indicates an initial market acceptance which can also be expected in other European markets. Vigmed expects that volume sales of SWiTCH will commence in the beginning of 2016.

The company is now focusing its resources towards already developed and launched products, why a number of projects currently in development will not reach market launch stage. Instead, Vigmed are discussing with external market players who have shown interest in acquiring licenses or rights for some of Vigmed’s technologies. This creates potential for future additional revenue streams for the company. Research and development in the coming years will be focused on continuous improvements and adaptations of existing products, as well as on extending existing product lines in order to meet customer needs.

Vigmed’s main focus is on increasing sales in the Company’s core European markets. The Board of Directors believes that the proposed rights issue is necessary for the Company's ability to leverage on the market potential and existing capacity to achieve sales and profitable growth in the European market. Due to delayed product launches in combination with the increased sales focus and initiatives that the Company intends to implement over the next few years, the working capital is currently not sufficient.

The proposed rights issue provides necessary expansion capital to the Company’s intensified sales and marketing efforts and the working capital needs that the expected growth implies. The Board of Director’s intention is that the rights issue will raise the working capital required for the operations of the Company for at least the next 12 months.

Terms and conditions for the rights issue

On 26 October 2015, Vigmed’s Board of Directors has resolved to propose an Extraordinary General Meeting, to be held on 12 November 2015, to resolve on a rights issue of approximately SEK 57 million with preferential rights for existing shareholders.

The subscription period will run from 23 November 2015 up to and including 7 December 2015, or such later date as decided by the Board of Directors. Trading in subscription rights on NASDAQ First North is expected from 23 November 2015 up to and including 3 December 2015.

The terms for the rights issue imply that a maximum of 21,916,666 new shares shall be issued at a subscription price of SEK 2.60 per share. Based on the closing share price on 26 October 2015, the subscription price implies a discount of approximately 36 per cent to the theoretical ex-rights price.

For each existing share in Vigmed, the holder is entitled to one (1) subscription right, and two (2) subscription rights entitle the holder to subscribe for one (1) new share. The record date at Euroclear Sweden AB for participation in the rights issue with preferential rights is 19 November 2015.

Assuming full subscription, the number of shares in the Company will increase from 43,833,332 shares to 65,749,998 shares and the share capital from approximately SEK 884,680.11 to approximately SEK 1,327,020.17. Assuming full subscription, the total issue proceeds amount to approximately SEK 57.0 million before issue costs. For existing shareholders who do not participate in the rights issue, a dilution effect corresponding to approximately 33 per cent of the total number of shares and votes in the Company will occur. Shareholders who choose not to participate in the rights issue are able to compensate for this dilution effect by selling their subscription rights in the market.

Shareholder support and guarantees

The rights issue is fully guaranteed by existing shareholders including the Board of Directors, management and one of the largest shareholders, Bure Equity, together with external underwriters. Shareholders including members of the Board of Directors and management have committed to subscribe for approximately SEK 2.4 million, corresponding to approximately 4 per cent of the rights issue. Bure Equity has committed to subscribe for approximately SEK 5.7 million corresponding to approximately 10 per cent of the rights issue. The remaining approximately SEK 49 million of the rights issue have been guaranteed by a small number of other external guarantors.

Expected timetable for the rights issue

Financial and legal advisors

Vigmed has engaged ABG Sundal Collier as financial advisor and Mannheimer Swartling Advokatbyrå as legal advisor in connection with the rights issue.

For more information, please contact:

Henrik Olsen, CEO Vigmed, telephone +46 076 349 73 64, e-mail ho@vigmed.com or Lennart Holm, Chairman of the Board, telephone +46 706 30 85 62, e-mail lennart.holm@lehdab.com.

Vigmed discloses the information in this press release pursuant to the Swedish Securities Markets Act.
The information was provided for public release on 27 October 2015 at 07:55 CET.

IMPORTANT INFORMATION

This press release is not an offer regarding shares or other securities issued by Vigmed Holding AB (publ) (the “Company”).

This press release may not be distributed in or into the United States, Canada, Japan, Australia or in any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Swedish law. Nor may the information in this press release be forwarded or reproduced in a manner that contravenes such restrictions or gives cause to such requirements.

No securities issued by the Company have been or will be registered under the United States Securities Act of 1933, as amended (“Securities Act”) and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering will be made in the United States.

In member states within the European Economic Area (EEA) (other than Sweden) which have implemented Directive 2003/71/EC (the “Prospectus Directive”), this press release is directed only at qualified investors as defined in the Prospectus Directive.

This press release may contain certain forward-looking statements that reflect the Company’s current views on future events as well as financial and operational performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, and which are not based on historical facts, constitute 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 information is not a guarantee of future results or performance, and the actual outcome may differ materially from the information set forth in the forward-looking statements.

A prospectus prepared in accordance with the Prospectus Directive will be published on or about 17 November 2015 and is, with certain restrictions, available at www.vigmed.com.

For further information contact:

Chairman of the board, Lennart Holm +46 70 630 8562 or CEO, Henrik Olsen +46 76 349 7364

Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries and the associated risk of cross infections with blood-borne infectious diseases by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden. Vigmed’s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG) and has approximately 5 500 shareholders. Remium Nordic AB is the Company’s Certified Advisor. Additional information about the company can be found on Vigmed’s website: www.vigmed.com/investor

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