Preliminary result of Midsona’s rights issue

NOT FOR PUBLICATION, RELEASE DISSEMINATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SWITZERLAND, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER STATE, TERRITORY OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION. FOR MORE INFORMATION, SEE THE SECTION IMPORTANT INFORMATION BELOW.

Midsona AB (publ) (“Midsona” or the “Company”) announced on the 25 October 2022 that the Board of Directors had resolved on a rights issue (the “Rights Issue”), fully covered by subscription and underwriting commitments. The Board of Directors’ resolution on the Rights Issue was approved by the Extraordinary General Meeting on 24 November 2022. Through the Rights Issue, Midsona will receive proceeds of approximately SEK 600 million before deduction of transaction costs. The subscription period in the Rights Issue ended on 14 December 2022.

The preliminary result of the Rights Issue shows that 277,448 series A shares, corresponding to approximately 93.0 per cent of the offered series A shares, as well as 38,770,076 series B shares, corresponding to approximately 53.5 per cent of the offered series B shares, have been subscribed for by the exercise of subscription rights. The preliminary result thus shows that approximately 53.7 per cent of the Rights Issue has been subscribed for by exercise of subscription rights.

Additionally, applications for subscription without subscription rights of 516,148 series A shares, corresponding to approximately 173.0 per cent of the offered series A shares, as well as 225,475 series B shares, corresponding to approximately 0.3 per cent of the offered series B shares, have been received. Hence, the underwriting commitment from Stena Adactum AB will be utilised for subscription of the remaining 33,420,169 shares of series B shares, corresponding to approximately 46.2 per cent of the offered shares of series B.

As a result of the Rights Issue, Midsona will receive proceeds amounting to approximately SEK 600 million before deduction of transaction costs. Through the Rights Issue Midsona’s share capital will increase by SEK 363,570,200, from SEK 363,570,200 to SEK 727,140,400, by issue of 298,320 new series A shares and 72,415,720 new series B shares, which means that the total number of shares increases from 72,714,040 shares to 145,428,080 shares.

Those who have subscribed for shares without subscription rights will be allocated shares according to the principles in the prospectus published by Midsona on 28 November 2022. As confirmation of allocation of shares subscribed for without subscription rights, a contract note will be sent on or about 19 December 2022. Subscribed and allocated shares must be paid for in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allocation in accordance with the procedures of the nominee. Only those who have been allocated shares will be notified.

The final result is expected to be published on 19 December 2022. The final day for trading in paid subscribed shares (BTA) is 28 December 2022. The new shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office (Sw. Bolagsverket) around 19 December 2022. The new shares are expected to start trading on Nasdaq Stockholm from 3 January 2023.

ADVISeRS

In connection with the Rights Issue, Midsona has appointed Danske Bank A/S, Danmark, Sverige Filial (”Danske Bank”) as Sole Global Coordinator and Bookrunner and Advokatfirman Lindahl as legal adviser. Advokatfirman Schjødt is legal adviser to Danske Bank in connection with the Rights Issue.

FOR MORE INFORMATION, CONTACT:

Peter Åsberg, President and CEO

Phone: +46 730 26 16 32

E-mail: [email protected]

Max Bokander, CFO

Phone: +46 708 65 13 64

E-mail: [email protected]

The information was submitted for publication through the agency of the contact persons above on 16 December 2022 at 15.30 CET.  

This press release is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.

IMPORTANT INFORMATION

This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, Switzerland, New Zealand or South Africa or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Midsona AB (publ). Any offer in respect of any of the Securities has only be made through the prospectus that Midsona AB (publ) published on 28 November 2022. Offers has not be made to, and application forms has not be approved from, subscribers (including shareholders), or persons that acted on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Canada, Hong Kong, Japan, Singapore, Switzerland, New Zealand or South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. Only persons in the United States that are qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act or institutional “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act may participate in the offer. There will not be any public offering of any of the Securities in the United States. Outside the United States, the offer will be conducted in offshore transactions to persons other than “U.S. persons” as defined in and in compliance with, Regulation S under the Securities Act and in accordance with applicable law.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Midsona AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect Midsona AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Midsona AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Midsona AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.