NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
STOCKHOLM - 5 April 2017.
On 6 February 2017, Karolinska Development AB (publ) (" Karolinska Development ") announced that the Board of Directors of the company had resolved, subject to approval by the Extraordinary General Meeting, on a new issue of B shares to holders of the company's convertible 2015/2019, by way of set-off as means of payment (the " Set-off Issue "). The Board of Directors' resolution on the Set-off Issue was approved at the Extraordinary General Meeting held on 8 March 2017. The offered subscription price in the Set-off Issue was determined at SEK 6.17 per new B share and the maximum proceeds of the Set-off Issue, i.e., the total amount that could be offset in the Set-off Issue, amounted to SEK 451 million.
The subscription period for the Set-off Issue ended on 31 March 2017. Convertible holders accepted to offset SEK 67 million of the company's convertible debt. After the Set-off Issue, the total nominal amount of the company's remaining outstanding convertible, including accrued interest up until 31 December 2016, amounts to approximately SEK 384 million.
As a result of the Set-off Issue, 10,871,698 new B shares will be issued, resulting in an increase of the total number of shares from 53,464,998 to 64,336,696. Karolinska Development's share capital will increase by SEK 5,435,849, from SEK 26,732,499 to SEK 32,168,348.
Karolinska Development retained Advokatfirman Lindahl as legal adviser in connection with the Set-off Issue. SEB Emissioner acted as issuing agent in connection with the Set-off Issue.
For further information, please contact: Jim Van heusden, CEO, Karolinska Development AB Phone: +46 72 858 32 09, e-mail: jim.van.heusden@karolinskadevelopment.com
Christian Tange, CFO, Karolinska Development AB Phone: +46 73 712 14 30, e-mail: christian.tange@karolinskadevelopment.com
TO THE EDITORS
About Karolinska Development AB Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic life sciences investment company. The company focuses on identifying breakthrough medical innovations in the Nordic region that are developed by entrepreneurs and leadership teams. The company invests in the creation and growth of companies that advance these assets into commercial products that are designed to make a difference to patients' lives while providing an attractive return on investment to shareholders.
Karolinska Development has access to world-class medical innovations at the Karolinska Institutet and other leading universities and research institutes in the Nordic region. The company aims to build companies around scientists who are leaders in their fields, supported by experienced management teams and advisers, and co-funded by specialist international investors, to provide the greatest chance of success.
Karolinska Development has established a portfolio of nine companies targeting opportunities in innovative treatment for life-threatening or serious debilitating diseases.
The company is led by an entrepreneurial team of investment professionals with a proven track record as company builders and with access to a strong global network.
For more information, please visit www.karolinskadevelopment.com
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares or other securities in Karolinska Development. Any invitation to the persons concerned to subscribe for shares in Karolinska Development will only be made through the prospectus referred to in this press release.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to those required under Swedish laws and regulations. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No shares have been or will be registered under the U.S. Securities Act of 1933, as amended (" Securities Act "), or securities legislation in any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an available exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain forward-looking statements which reflect Karolinska Development's current view on future events and financial and operational development. The words "intend", "estimate", "expect", "may", "plan", "anticipate" or similar expressions regarding indications or predictions of future developments or trends and which are not statements based on historical facts constitute forward-looking information. Although Karolinska Development believes that these statements are based on reasonable assumptions and expectations, Karolinska Development cannot give any assurances that such statements will materialize. Forward-looking statements are in its nature involved with both known and unknown risks and uncertainties, since it is depending on future events and circumstances. Forward-looking statements do not constitute any representations and warranties, and the outcome could differ materially from the information set out in the forward-looking statements.
This information is information that Karolinska Development AB (publ) (Nasdaq Stockholm: KDEV) is obligated to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of Jim Van heusden, on April 5, 2017 at 08:00 (CEST).
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