Not for publication or distribution, in whole or in part, in or into the United States, Canada, Australia, Hong Kong, South Africa, New Zealand or Japan.
STOCKHOLM - January 16, 2015. Karolinska Development AB today announces that the company, after the end of the subscription period, has received applications to subscribe for convertibles without subscription rights to an aggregate amount of SEK 39 million. In order to be able to allot convertibles, the Karolinska Development Board of Directors decided to extend the subscription period until January 15, 2015. The rights issue of convertibles has hereafter been subscribed to approximately 94 percent and will, together with the completed directed issue of convertibles, generate proceeds to Karolinska Development of approximately SEK 386.9 million before transaction costs. Karolinska Development has also been informed that payment of SEK 100 million that were allotted in the rights issue of convertibles has been delayed due to administrative constraints.
As previously announced, the rights issue of convertibles was preliminary subscribed to approximately 77 percent. Including the subscription of SEK 39 million by Paradigm Capital Value Fund SICAV (”Paradigm Capital”) and EMF Europäische Marketing und Finanzmanagement AG (”EMF”), the rights issue is subscribed to approximately 94 percent.
In order to increase the subscription of convertibles, the Board of Directors of Karolinska Development yesterday decided, by the mandate granted on the Extraordinary General Meeting on December 4, 2014, to extend the subscription period of the rights issue of convertibles until January 15, 2015. The decision enables allotment of convertibles to Paradigm Capital and EMF. The extension of the subscription period is not expected to affect the time table for registration and listing of the convertibles which have been subscribed and paid for in accordance with the original timetable and these convertibles will be listed on Nasdaq Stockholm today, January 16, 2015.
The convertible loan with a nominal amount of SEK 214,000,882.01 through the rights issue of convertibles and the completed directed issue of convertibles with a nominal amount of SEK 172,858,294.11 to Thai Charoen Pokphand Group (“CP Group”)1 will provide Karolinska Development with proceeds of approximately SEK 386.9 million before transaction costs.
Karolinska Development has also been informed that payment of SEK 100 million allotted to CP Group in the rights issue of convertibles has been delayed due to administrative constraints. CP Group has stated that payment of this amount will take place no later than February 28, 2015.
Financial and legal advisor Danske Bank A/S, Danmark, Sverige Filial is acting as financial advisor and Roschier Advokatbyrå AB is acting as legal advisor to Karolinska Development in connection with the issues of convertibles.
1 ”CP Group”, in this press release, is used to describe the units included in Thai Charoen Pokphand Group.
For further information, please contact: Bruno Lucidi, CEO, Karolinska Development AB Phone: +46 (0) 8 524 860 70, e-mail: bruno.lucidi@karolinskadevelopment.com
Christian Tange, CFO, Karolinska Development AB Phone: +46 (0) 73 712 14 30, e-mail: christian.tange@karolinskadevelopment.com
TO THE EDITORS
About Karolinska Development AB Karolinska Development aims to create value for patients, researchers, investors and society by developing innovations from world class science into differentiated products that can be partnered. The business model is to: SELECT the most commercially attractive medical innovations that can potentially satisfy unmet medical needs; DEVELOP innovations to the stage where the greatest return on investment can be achieved; and COMMERCIALIZE the innovations through the sale of companies or out-licensing of products. An exclusive deal flow agreement with Karolinska Institutet Innovations AB, along with other cooperation agreements with leading universities, delivers a continuous flow of innovations. For more information, please visit www.karolinskadevelopment.com.
Karolinska Development is listed on NASDAQ OMX (KDEV). Karolinska Development may be required to disclose the information provided herein pursuant to the Securities Markets Act.
IMPORTANT INFORMATION
This press release is not an offer to sell or a solicitation of any offer to buy any securities issued by Karolinska Development AB (publ) (the "Company") in any jurisdiction.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under 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.
In the United Kingdom, this announcement 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 announcement 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) and 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”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
