The Board of Directors of ADDvise has resolved on a rights issue of SEK 457 million
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The Board of Directors of ADDvise Group AB (publ) ("ADDvise" or the "Company") has today, conditional on the subsequent approval of the extraordinary general meeting, resolved on a rights issue of A and B shares of SEK 457 million (the "Rights Issue"). The subscription price has been set to SEK 1.15 per share, regardless of share class. For every four (4) newly subscribed A shares, one (1) warrant of series TO1A will be received, and for every four (4) new subscribed B shares, one (1) warrant of series TO1B will be received (the "Warrants"). The Company has received subscription commitments from existing shareholders and members of the Board of Directors and management, which in total amount to SEK 122.1 million, corresponding to 26.7 percent of the Rights Issue. The Company has also received top guarantee commitments from existing shareholders amounting to SEK 220 million, corresponding to 48.1 percent of the Rights Issue. Thus, the Rights Issue is covered to SEK 342.1 million, corresponding to 74.8 percent, through subscription commitments and guarantee commitments.
Summary of the Rights Issue
- The Board of Directors of ADDvise has today, conditional on the subsequent approval of the extraordinary general meeting, resolved on the Rights Issue. The Rights Issue is further conditional upon the extraordinary general meeting approving amendments to the Articles of Association's limits for share capital and number of shares.
- Notice of the extraordinary general meeting to be held on 12 March 2025 will be published through a separate press release.
- The subscription price has been set to SEK 1.15 per share, regardless of share class. Upon full subscription in the Rights Issue, the Company will receive SEK 457 million before deduction of transaction costs. The proceeds from the Rights Issue are intended to be used to strengthen the Company's balance sheet and reduce its financial costs.
- In the event that all Warrants are exercised for subscription of shares, the Company will, based on the maximum subscription price of SEK 1.73, receive up to an additional SEK 172 million before deduction of transaction costs.
- Shareholders who are registered in the share register as a shareholder in ADDvise on the record date 20 March 2025 will receive one (1) subscription right per each A and B share held. Two (2) subscription rights entitle the holder to subscribe for four (4) new shares of the same class.
- For every four newly subscribed A shares, one (1) warrant of series TO1A will be received, and for every four newly subscribed B shares, one (1) warrant of series TO1B will be received.
- Each warrant of series TO1A and TO1B respectively entitles the warrant holder to subscribe for one (1) A share and one (1) B share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's A share and B share respectively during the period from and including 23 February 2026 up to and including 6 March 2026, however, not less than SEK 1.15 and not more than SEK 1.73 per A share and B share, respectively. The warrants can be exercised for subscription of A shares and B shares during the period from and including 10 March 2026 up to and including 24 March 2026.
- The subscription period in the Rights Issue runs from and including 24 March 2025 up to and including 7 April 2025.
- For shareholders who do not participate in the Rights Issue, a dilution effect of 66.7 percent of the number of shares and votes will occur upon full subscription in the Rights Issue, but have the opportunity to financially compensate themselves financially for the dilution effect by selling their subscription rights. Upon full exercise of the Warrants, an additional dilution effect of 14.3 percent of the number of shares and votes will occur.
- Subscription commitments from existing shareholders and members of the Board of Directors and management amount to SEK 122.1 million, which corresponds to 26.7 percent of the Rights Issue.
- The Company has also received top guarantee commitments from existing shareholders amounting to SEK 220 million, corresponding to 48.1 percent of the Rights Issue. Thus, the Rights Issue is covered to SEK 342.1 million, corresponding to 74.8 percent, through subscription commitments and guarantee commitments.
- Complete terms and conditions for the Rights Issue will be included in the prospectus that is expected to be published on or about 20 March 2025.
Background and rationale
ADDvise is an international life science group. With a decentralized ownership model, the Company develops and acquires high-quality companies in the Lab and Healthcare business areas. The Group comprises over 20 companies and has a turnover of almost SEK 1.7 billion. The Company sees attractive opportunities to expand organically as well as through acquisitions, especially by building on existing product areas and increasing density in these markets.
ADDvise's Board of Directors has today resolved to carry out the Rights Issue, subject to approval by the Extraordinary General Meeting, in order to strengthen the Company's financial position by refinancing the Company's balance sheet.
ADDvise intends to use the net proceeds from the Rights Issue primarily to strengthen the Company's balance sheet and reduce its financial costs. By reducing the total debt, the Company aims to reallocate parts of the debt from the bond market to bank financing to lower the Company’s financial costs and debt.
The Rights Issue will give ADDvise increased flexibility to execute its acquisition strategy as reduced debt means lower interest payments and thereby improved cash flow.
In the event that all Warrants are exercised for subscription of shares, the Company will, based on the maximum subscription price of SEK 1.73, receive up to an additional SEK 172 million before deduction of issue costs. The additional net proceeds are intended to be used primarily to continue the Company's growth strategy organically and through acquisitions in accordance with the updated long-term financial targets communicated through a press release earlier today, 7 February 2025.
The warrants will technically be issued free of charge in a directed issue to all subscribers who have been allotted shares in the Rights Issue. This is due to technical limitations in Euroclear's system, which means that it is not possible to use two types of units in one and the same rights issue. However, for the shareholders, the same result is achieved as in a unit issue where the warrants would have been part of the Rights Issue.
Extraordinary general meeting
The Company will, through a separate press release and published in accordance with the Company's articles of association, convene an extraordinary general meeting, which will be held on 12 March 2025, to approve the Rights Issue and resolve to, among other things, amend the limits of the Articles of Association for share capital and number of shares.
Terms and conditions for the Rights Issue
Shareholders who are registered in the share register as a shareholder in ADDvise on the record date 20 March 2025 will receive one (1) subscription right per A and B share held. Two (2) subscription rights entitle the holder to subscribe for four (4) new shares of the same series. For every four (4) newly subscribed A shares, one (1) warrant of series TO1A is received, and for every four (4) newly subscribed B shares, one (1) warrant of series TO1B is received. The warrants are issued free of charge.
The subscription price is set at SEK 1.15 per share, which means that ADDvise will receive proceeds of SEK 457 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to apply for subscription of shares without subscription rights. In the event that all Warrants are exercised for subscription of shares, the Company will, based on the maximum subscription price of SEK 1.73, receive up to an additional SEK 172 million before deduction of transaction costs.
Each warrant of series TO1A and TO1B respectively entitles the warrant holder to subscribe for one (1) A share and one (1) B share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's A share and B share respectively during the period from and including 23 February 2026 up to and including 6 March 2026, however, not less than SEK 1.15 and not more than SEK 1.73 per A share and B share, respectively. The warrants can be exercised for subscription of A shares and B shares during the period from and including 10 March 2026 up to and including 24 March 2026.
Provided that the extraordinary general meeting approves the Rights Issue and that it is fully subscribed, the number of shares in ADDvise will increase by 397,668,392, of which 15,238,876 A shares and 382,429,516 B shares and the share capital will increase by a maximum of SEK 39,766,839.20. Upon full exercise of the Warrants, the number of shares in ADDvise will increase by an additional 99,417,098, of which 3,809,719 A shares and 95,607,379 B shares and the share capital will increase by a maximum of SEK 9,941,709.80.
For shareholders who do not participate in the Rights Issue, a dilution effect of 66.7 percent of the number of shares and votes will occur upon full subscription in the Rights Issue. If the Warrants are exercised in full, there will be an additional dilution effect corresponding to 14.3 percent of the number of shares and votes. The total dilution effect upon full subscription in the Rights Issue and full exercise of all Warrants amounts to a maximum of 71.4 percent of the number of shares and votes. However, shareholders have the opportunity to fully or partially compensate themselves financially for the dilution effect by selling their subscription rights.
The last day of trading in the Company's share including the right to receive subscription rights in the Rights Issue is 18 March 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 19 March 2025. The subscription period, with or without subscription rights, runs from and including 24 March 2025 up to and including 7 April 2025. Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period from and including 24 March 2025 up to and including 2 April 2025 and trading in BTA (paid subscribed share) will take place on Nasdaq First North Premier Growth Market during the period from and including 24 March 2025 to around 17 April 2025.
The complete terms and conditions of the Rights Issue will be presented in a prospectus that is expected to be published on the Company's website on or about 20 March 2025.
Subscription commitments and guarantee commitments
The Company has received subscription commitments from existing shareholders and members of the Board of Directors and management of SEK 122.1 million, corresponding to 26.7 percent of the Rights Issue.
The Company has also received top guarantee commitments from existing shareholders amounting to SEK 220 million, corresponding to 48.1 percent of the Rights Issue. The top guarantors have undertaken to subscribe for shares up to SEK 220 million to the extent that the Rights Issue is not fully subscribed, which means that if the Rights Issue is subscribed for SEK 237 million, corresponding to 52 percent of the Rights Issue or lower, the top guarantors will receive allotment to the maximum guarantee commitment, while at a higher subscription rate, the top guarantor's share decreases proportionately. Thus, the Rights Issue is covered to SEK 342.1 million through subscription commitments and top guarantee commitments, corresponding to 74.8 percent of the Rights Issue.
One of the Company's largest shareholders, Kenneth Lindqvist and his closely related parties, has made a top guarantee commitment, which means that they may exceed 30 percent of the votes in the Company upon fulfilment of the guarantee. Thus, this means that his possible fulfilment of the part of the guarantee that entails that the investment must be approved by the Inspectorate for Strategic Products, in accordance with the Act (2023:560) on the Examination of Foreign Direct Investments (Sw. Lag om granskning av utländska direktinvesteringar), is conditional on the Inspectorate for Strategic Products making a decision to the effect that an award may be made.
No compensation will be paid for subscription commitments made. For the guarantee commitments, a guarantee fee of five (5) percent of the guaranteed amount will be paid in the form of newly issued B shares in the Company. The subscription commitments and guarantee commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements.
Further information regarding the parties that have entered into subscription undertakings and guarantee commitments will be available in the prospectus published before the start of the subscription period.
Exemption from mandatory bids
The Swedish Securities Council has granted the Company's shareholder Kenneth Lindqvist and his closely related parties an exemption from the mandatory bid, in accordance with the applicable Takeover rules for certain trading platforms, that would arise in connection with his (i) subscription of his pro-rata share in the Rights Issue, (ii) fulfilment of his guarantee commitment in the Rights Issue, (iii) receipt of guarantee compensation in the form of B shares in the Company and (iv) exercise of his Warrants. The exemption is conditional upon that (i) the Company's shareholders are informed prior to the Extraordinary General Meeting on 12 March 2025 of the maximum amount of capital and voting rights that Kenneth Lindqvist and his closely related parties can receive through the Rights Issue, the guarantee fee and the exercise of their Warrants, and (ii) that the resolution of the General Meeting is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting (whereby shares held by Kenneth Lindqvist and closely related parties shall be disregarded).
As of the date of this press release, Kenneth Lindqvist and his closely related parties own shares corresponding to a total of approximately 7.6 percent of the capital and approximately 21.2 percent of the votes in the Company. In addition, shares corresponding to a total of approximately 2.7 percent of the capital and approximately 7.9 percent of the votes in the Company are held in three endowment insurances (the “Endowment Insurances”), with Kenneth Lindqvist and closely related parties as beneficiaries. Taking into account that the shares held through the Endowment Insurances are passive in terms of voting rights, Kenneth Lindqvist and his closely related parties’ holding of shares in the Company amounts to approximately 23.0 percent of the votes in the Company (after the shares held through the Endowment Insurances have been excluded).
Kenneth Lindqvist and his close associates have informed the Company that they may intend to acquire additional shares in the Company before the Extraordinary General Meeting on 12 March 2025. In the event that this occurs, Kenneth Lindquist will inform the Company's shareholders of the maximum amount of capital and voting rights that Kenneth Lindqvist and his closely related parties can receive after the Rights Issue, after the subsequent guarantee issue and after subsequent exercise of the Warrants no later than at the extraordinary general meeting on 12 March 2025.
Lock-up
Prior to the completion of the Rights Issue, the shareholding board members Fredrik Celsing, Staffan Torstensson and Thomas Eklund, as well as the senior executives have entered into lock-up undertakings which, among other things, mean that they have undertaken, with certain customary exceptions, not to sell shares in the Company. The lock-up undertakings will expire on the date that occurs 90 days after the settlement date in the Rights Issue.
Furthermore, the Company has undertaken towards Pareto Securities AB, with customary exceptions, not to issue additional shares or other equity-related instruments for a period of 90 days after the end of the subscription period.
Indicative timetable
|
Extraordinary general meeting |
12 March 2025 |
|
Last day of trading in the shares incl. the right to receive subscription rights |
18 March 2025 |
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First day of trading in the shares excl. right to receive subscription rights |
19 March 2025 |
|
Planned date for publication of prospectus |
20 March 2025 |
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Record date in the Rights Issue |
20 March 2025 |
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Trading in subscription rights |
24 March – 2 April 2025 |
|
Subscription period |
24 March – 7 April 2025 |
|
Trading in paid subscribed share (BTA) |
24 March – 17 April 2025 |
|
Estimated date for publication of the preliminary outcome of the Rights Issue |
7 April 2025 |
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Expected first day of trading in the shares and Warrants |
25 April 2025 |
Prospectus
A prospectus and application form will be made available before the commencement of the subscription period on ADDvise's website, www.addvisegroup.com as well as on Pareto Securities AB's website, www.paretosec.com.
Advisers
Pareto Securities is Sole Manager and Bookrunner, Advokatfirman Schjødt is legal adviser to the Company and Baker & McKenzie Advokatbyrå KB is legal adviser to Pareto Securities in connection with the Rights Issue.
For more information, please contact:
Staffan Torstensson, CEO
+46 704 33 20 19
This information constitutes inside information that ADDvise Group AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 7 February 2025 at 08:15 (CET).
About ADDvise Group
ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 1.7 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, [email protected], is the company's Certified Adviser. More information is available at www.addvisegroup.com.
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, Singapore, South Korea or any other state or jurisdiction in which publication, release 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 ADDvise Group AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that ADDvise Group AB (publ) expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting 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, Belarus, Canada, Hong Kong, Israel, Japan, New Zealand, Russia, Singapore, South Africa or South Korea and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the 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, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly. There will not be any public offering of any of the Securities in the United States.
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 ADDvise Group 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.
The Company considers that some of its subsidiaries carries out protection-worthy activities under the Foreign Direct Investment Screening Act (the “Swedish FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). According to the Swedish FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the “ISP”). An investment may be subject to mandatory filing if i) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction if an investment that is subject to mandatory filing is carried out before the ISP has either i) decided to take no action, or ii) authorised the investment. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) approved the investment. Each shareholder should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the Rights Issue for the individual shareholder.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, 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 the fact that they contain 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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.
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 ADDvise 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 ADDvise may decline and investors could lose all or part of their investment; the shares in ADDvise offer no guaranteed income and no capital protection; and an investment in the shares in ADDvise 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 ADDvise.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ADDvise and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.