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Swedencare

Swedencare

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Swedencare completes a directed share issue of 35.5 million shares, raising proceeds of approximately SEK 3.6 billion

23:40 / 26 January 2022 Swedencare Press release

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND,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

Swedencare AB (publ) (“Swedencare” or the “Company”) has, based on the authorisation granted by the extraordinary general meeting on 18 January 2022 and in accordance with what Swedencare indicated in a press release earlier today, resolved to carry out a directed share issue of 35,500,000 shares at a subscription price of SEK 100 per share (the “Share Issue”). The subscription price has been determined through an accelerated book building procedure and corresponds to the closing price on Nasdaq First North Growth Market on 26 January 2022.

Swedencare announced earlier today the signing of the acquisition of The Garmon Corporation (“NaturVet”) and Innovet Italia Srl (“Innovet”) and the Company intends to partly finance the acquisitions with the proceeds from the Share Issue.

The Share Issue has been subscribed by multiple selected Swedish and international institutional investors, among others, AMF Fonder, Första AP-fonden, Grandeur Peak Global Advisors, Odin Fund Management, Fonder för SEB Investment Management and Symrise AG. The Board of Directors considers that the opportunity to use the proceeds from the Share Issue for the completion of the acquisitions of NaturVet and Innovet is positive for the Company’s capital structure and general risk level, specifically in relation to having a good balance of different financing sources. In addition, through the Share Issue the Company reaches new highly reputable institutional investors and the Board of Directors considers such strengthening of the shareholder base as positive for Swedencare. Since the Share Issue e.g. will (i) ensure that the acquisitions of NaturVet and Innovet can be completed with an optimal capital structure, (ii) provide the Company with institutional owners, (iii) be conducted in a more time efficient way and at a lower cost and with less complexity than a rights issue, the Board of Directors’ overall assessment is that the reasons for carrying out the Share Issue with deviation from the shareholders’ right in a clear way and with sufficient strength overweigh the reasons that motivates the main rule that share issues are to be made with preferential rights for the shareholders. Therefore, the Board of Directors considers that a share issue with deviation from the shareholders’ preferential rights is in the best interest of the Company and all shareholders.

After the registration of the Share Issue at the Swedish Companies Registration Office, the total number of shares in Swedencare will amount to 153,650,028. The Share Issue entails a dilution effect of approximately 23.1 per cent based on the total number of shares in Swedencare after the Share Issue. Following the issue in kind that will be carried out in connection with the announced acquisitions of NaturVet and Innovet, an additional 4,461,777 shares will be issued and the total number of shares will then amount to 158,111,805.

The Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 days following the completion of the Share Issue. Shareholding board members, the CEO and the CFO have entered into a customary lock-up with the Joint Bookrunners of 90 days following the completion of the Share Issue. The sellers of NaturVet and Innovet have entered into a customary lock-up with the Company of 12 months for 3/3 of the shares, 24 months for 2/3 of the shares and 36 months for 1/3 of the shares following the completion of the Share Issue.

Advisors
In conjunction with the Share Issue, Swedencare has engaged Pareto Securities AB and Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners. Advokatfirman Lindahl KB has acted as legal advisor to the Swedencare and Baker McKenzie Advokatbyrå KB has acted as legal advisor to the Joint Bookrunners.

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MFN

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