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Polygiene

Polygiene

Read in Swedish

Polygiene AB: Polygiene completes a directed new share issue of approximately SEK 40 million

23:10 / 18 January 2022 Polygiene Press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES"), AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA 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.

Polygiene AB (publ) ("Polygiene" or the "Company") has carried out a directed new issue of 881,251 shares at a subscription price of SEK 45.39 per share (the "Directed New Share Issue"). The subscriber in the Directed New Share Issue was Enter Fonder who subscribed for 881,251 shares. Through the Directed New Share Issue, the Company will receive gross proceeds of approximately SEK 40 million before deductions for transaction costs.

The board of directors of Polygiene has, pursuant to the authorization granted by the Annual General Meeting held on 19 May 2021, resolved on a directed new share issue of 881,251 shares. The subscription price in the Directed New Share Issue of SEK 45.39 corresponds to the volume weighted average price (VWAP) on Nasdaq First North Growth Market on 18 January 2022. Through the Directed New Share Issue, Polygiene will receive approximately SEK 40 million before deductions for transaction costs.

In connection with the Directed New Share Issue Enter Fonder will become a larger shareholder in Polygiene.

The Company intends to use the net proceeds from the Directed New Share Issue to partly finance the acquisition of the business related to SteriTouch in the British company Radical Materials Limited (the "Seller") and transaction costs.

The reasons for the deviation from the shareholders' preferential rights are, in addition to raising capital in a time and cost effective manner, to enable the acquisition of the business related to SteriTouch from the Seller. Furthermore, the Directed New Share Issue is judged to have been carried out with considerably less complexity than a rights issue and that it is positive to further diversify and strengthen the ownership base in the Company among institutional and reputable investors. The board of directors' overall assessment is thus that the reasons for implementing the Directed New Share Issue with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that new issues shall be carried out with preferential rights for the shareholders and that a new share issue with deviation from the shareholders' preferential rights is thus most advantageous for Polygiene and its shareholders.

Prior to the resolution on the Directed New Share Issue, the board of directors has placed great emphasis on the subscription price being market-based in relation to the prevailing share price. The subscription price corresponds to the volume weighted average price (VWAP) on Nasdaq First North Growth Market on 18 January 2022. It is the board of directors' assessment that the subscription price as a whole has been secured in terms of market and that the Directed New Share Issue has been carried out in a time and cost effective manner.

Through the Directed New Share Issue, the number of outstanding shares and votes increases by 881,251, from 35,549,585 to 36,430,836 shares and votes. The share capital increases by SEK 88,125.1, from SEK 3,554,958.5 to 3,643,083.6 SEK. The Directed New Share Issue entails a dilution for existing owners of approximately 2.4 percent of the number of shares and votes in the Company after the completion of the Directed New Share Issue.

In connection with the Directed New Share Issue, the Company has undertaken, with certain customary exceptions, not to issue additional shares for a period of 180 days after the completion of the Directed New Share Issue. Furthermore, the Seller has undertaken, with certain customary exceptions, not to sell the newly issued shares received as consideration for a certain period after the closing date. For half of the consideration shares, the obligation applies for 12 months from the closing date and for half of the consideration shares, the obligation applies for 24 months from the closing date. For further information regarding the acquisition, see separate press release entitled "Polygiene acquires business related to SteriTouch".

Advisor
Pareto Securities AB is acting as Sole Manager and Bookrunner, Setterwalls Advokatbyrå AB is legal counsel to the Company and Advokatfirman Schjødt is legal counsel to Pareto Securities AB in connection with the Directed New Share Issue.

This information is such that Polygiene AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person below, on 18 January 2022 at 23:10 CET.

For further information, please contact:

Ulrika Björk, CEO Polygiene AB (publ)

Mob: +46 70 921 12 75

E-mail: ulrika.bjork@polygiene.com

About Polygiene

As a worldwide market leader within stays fresh solutions, we want to change the way we look at products - from consumables to sustainable solutions. We treat clothes, accessories, products for the home and textiles so that you can feel fresh, wash less and let garments and products live longer. More than 300 global premium brands have chosen to use Polygiene's brand on their products. With the wholly owned subsidiary Addmaster Holdings Limited, we now have the opportunity to offer solutions for both soft and hard surfaces. Polygiene is listed on the Nasdaq First North Growth Market in Stockholm. For more information:www.polygiene.com. Erik Penser Bank AB is the Company's Certified Adviser, telephone: 08-463 83 00, e-mail: certifiedadviser@penser.se.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. 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 to sell or an offer, or the solicitation of an offer, to acquire or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Polygiene has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

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.

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" (as defined in section 86(7) of the Financial Services and Markets Act 2000) 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"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 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 new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed New Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Pareto Securities AB (the "Manager"). The Manager is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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's 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 Polygiene 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 Polygiene may decline and investors could lose all or part of their investment; the shares in Polygiene offer no guaranteed income and no capital protection; and an investment in the shares in Polygiene 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 Directed New Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 Polygiene.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Polygiene and determining appropriate distribution channels.

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