Ovzon AB (publ) ("Ovzon" or the "Company") hereby announces the final outcome of the fully guaranteed share rights issue (the "Rights Issue") for which the subscription period ended 16 June 2020. The outcome of the Rights Issue shows that 3,731,882 shares, corresponding to approximately 97 percent of the offered shares, were subscribed for by exercise of subscription rights. Additionally, subscription applications corresponding to 2,066,473 shares, corresponding to approximately 54 percent of the offered shares, have been received for subscription without exercise of subscription rights. The Rights Issue have in total been subscribed for by 150 percent. This means that the guarantee undertakings made in the Rights Issue have not been utilized. The Company will through the Rights Issue receive approximately SEK 154 million before deduction of costs related to the Rights Issue.
Outcome of the Rights Issue
The rights issue comprised a total of 3,853,724 shares in the Company and the subscription period ran from 2 June to 16 June 2020. The final outcome shows that the Rights Issue was subscribed for a total of 150 percent, of which approximately 97 percent was subscribed with subscription rights and approximately 54 percent subscribed for without subscription rights. This means that the guarantee undertakings made in the Rights Issue have not been utilizied. The Company will receive approximately SEK 154 million through the Rights Issue before deduction of costs related to the Rights Issue.
The 121,842 shares subscribed for without subscription rights have been allocated to subscribers in accordance with the principles set out in the prospectus published by the Company on 1 June 2020. Notice of allotment to the persons subscribing for shares without subscription rights is distributed on 18 June 2020. Such allotted shares shall be paid in cash in accordance with the instructions on the settlement note. Trustee-registered shareholders receive notification of allotment and payment in accordance with the respective trustee's procedures. Only those who receive allocation will be notified.
Shares and share capital
Through the Rights issue, the share capital of Ovzon will increase with SEK 385,372.40, from SEK 4,239,096.40 to SEK 4,624,468.80 and the total number of shares will increase with 3,853,724 shares, from 42,390,964 shares to 46,244,688 shares.
Trading with BTA takes place on the Nasdaq First North Premier Growth Market until the conversion of BTA into shares after the Rights Issue has been registered with the Swedish Companies Registration Office. The new shares are expected to be listed for trading on Nasdaq First North Premier Growth Market around 29 June 2020.
Carnegie Investment Bank AB (publ) is financial adviser and Baker McKenzie is legal adviser to the Company in connection with the rights issue.
FNCA Sweden AB, +46(0)8-528 00 399, firstname.lastname@example.org,is Certified Adviser to the Company.
For further information, please contact:
Magnus René, VD
+1 781 266 6957
Johan Brandt, CFO
+46 703 69 33 00
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Ovzon in any jurisdiction, neither from Ovzon nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Carnegie is acting for Ovzon in connection with the Rights Issue and no one else and will not be responsible to anyone other than Ovzon for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of the Prospectus Regulation ((EU) 2017/1129) and has not been approved by any regulatory authority in any jurisdiction.
In the United Kingdom, this document 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" 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.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Ovzon have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Ovzon may decline and investors could lose all or part of their investment; the shares in Ovzon offer no guaranteed income and no capital protection; and an investment in the shares in Ovzon is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Ovzon.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Ovzon and determining ap
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