THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER COUNTRY WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTIONS TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Abliva AB (Nasdaq Stockholm: ABLI) (“Abliva” or the “Company”) has today, based on the authorization from the extraordinary general meeting on 26 March 2024, resolved on a directed issue of 5,003,783 shares to guarantors who entered into guarantee commitments in connection with the rights issue of shares that was announced on February 22, 2024 (the “Rights Issue”) and who have chosen to receive guarantee compensation in the form of newly issued shares in the Company (the “Compensation Issue”). The subscription price in the Compensation Issue amounts to SEK 0.16 per share, which corresponds to the subscription price in the Rights Issue. Payment is made by offsetting the claim of guarantee compensation.
In connection with the publication of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments of a total amount of approximately SEK 23.5 million. In accordance with the guarantee undertakings, guarantors were entitled to guarantee compensation corresponding to twelve (12) percent of the guaranteed amount in cash or fourteen (14) percent in shares. The Board of Directors has decided that payment shall be made by offsetting the guarantors’ claims on the Company, in relation to guarantors who have chosen to receive the guarantee compensation in the form of newly issued shares, amounting to a total of approximately SEK 0.8 million.
Abliva’s Board of Directors has therefore today, based on the authorization from the extraordinary general meeting on 26 March 2024, resolved on the Compensation Issue of a total of 5,003,783 shares. The purpose of the directed Compensation Issue and the reason for the deviation from the shareholders’ preferential rights is to fulfill the Company’s obligations towards the guarantors in accordance with entered guarantee undertakings. In addition, the Board of Directors believes that it is both beneficial for the Company’s financial position and in the shareholders’ interest to use the opportunity to pay the guarantee compensation in the form of shares instead of cash payment. The payment of the guarantee compensation in shares releases funds that will strengthen the Company’s working capital and also will allow the Company to use a larger part of the net proceeds from the Rights Issue as described in the prospectus that was published on 27 March 2024.
The subscription price in the Compensation Issue amounts to SEK 0.16 per share, which corresponds the subscription price in the Rights Issue. The subscription price in the directed Compensation Issue was negotiated in connection with entering of the guarantee undertakings and in connection with a directed convertible issue that was resolved by the Board of Directors on 22 February 2024, which was determined together with the financial advisor and after an analysis of the market situation. The Board of Directors’ assessment is therefore that the subscription price, as well as other terms in the directed Compensation Issue, is considered market value.
The Compensation Issue increases the number of shares in Abliva by 5,003,783, from 1,344,380,753 to 1,349,384,536 calculated after registration of the shares subscribed for in the Rights Issue. The share capital thereby increases by approximately SEK 250,189.15, from approximately SEK 67,219,037.65 to approximately SEK 67,469,226.80 calculated after registration of the shares subscribed for in the Rights Issue. The Compensation Issue thus entails a dilutive effect on the Company’s shares of approximately 0.4 percent.
“We are happy to learn of the decision by both old and new shareholders to take their underwriting fee in the form of shares, providing an additional sign of confidence in the company as we approach a major milestone this summer,“ said Ellen Donnelly, CEO.
Advisors
Hagberg & Aneborn Fondkommission AB is the sole global coordinator and bookrunner in connection with the Rights Issue. Cirio Advokatbyrå AB is legal advisor to Abliva in connection with the Rights Issue.