NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The board of directors of Swedencare AB (publ) ("Swedencare" or the "Company") has, in accordance with the Company's press release earlier today, resolved on and carried out a new share issue of 2,000,000 shares, corresponding to approximately 340 million SEK (the "Directed New Share Issue"). The subscription price in the Directed New Share Issue was set to 170 SEK per share. The Directed New Share Issue was heavily over-subscribed with large interest from Swedish and international institutional investors. The proceeds from the Directed New Share Issue will be used to partially finance the acquisitions of the UK animal health company Nutravet (UK) Limited and the operations conducted by the American animal health company Animal Pharmaceuticals Inc. (the "Acquisitions"), as announced by the Company earlier today.
The board of directors of Swedencare has, based on the authorization given by the extra general meeting on September 11, 2020, and as communicated in the Company's press release earlier today, resolved on and carried out a directed new share issue of 2,000,000 shares to institutional investors.
The subscription price in the Directed New Share Issue was set to 170 SEK and has been determined through a so called bookbuilding procedure carried out by the Company's financial advisor Pareto Securities AB ("Pareto Securities"), why it is the board of directors' assessment that the subscription price is in accordance with market conditions. The subscription price in the Directed New Share Issue constitutes a premium of approximately 1.9 percent compared to the volume weighted average price on Nasdaq First North Growth Market on September 24, 2020. Through the Directed New Share Issue, Swedencare will receive approximately 340 million SEK before deduction of transaction costs.
The rationale for carrying out the Directed New Share Issue and for the deviation from the shareholders' preferential rights is to secure financing in a time- and cost-effective manner for the Acquisitions. For additional information on the Acquisitions, see the separate press releases with headline "Swedencare AB (publ) acquires leading British Animal Health company" and "Swedencare AB (publ) acquires the operations of an American Pet Health company focused on the Veterinary sector" that was published today.
The Directed New Share Issue entails a dilution of 10.4 percent of the number of shares and votes in the Company. Through the Directed New Share Issue, the number of outstanding shares and votes will increase by 2,000,000 from 17,301,980 to 19,301,980. The share capital will increase by 100,000 SEK, from 865,099 SEK to 965,099 SEK.
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 360 calendar days after the outcome of the Directed New Share Issue. Board members holding shares, the CEO and the CFO have undertaken not to sell any shares in Swedencare for a period of 90 calendar days after the outcome of the Directed New Share Issue, with customary exceptions.
Pareto Securities AB is acting as Sole Manager and Bookrunner and Advokatfirman Lindahl KB is legal adviser in connection with the Directed New Share Issue.
This information was distributed by Cision http://www.cisionwire.se/