AddLife publishes terms and conditions of rights issue

The Board of Directors of AddLife AB (publ) (”AddLife”) has today resolved on the terms and conditions of the share issue with preferential rights for existing shareholders in AddLife (the “Issue”). The purpose of the Issue is to create a financial base for continued profitable growth through acquisitions of Life Science companies in the Nordic region that can bolster AddLife’s existing operations or contribute with new product or market segments where the conditions are right for taking leading niche positions. The terms and conditions are published through this press release and a prospectus supplement.

Summary of the terms and conditions of the Issue

•  Preferential rights: Every existing share of class A in AddLife will entitle to one (1) subscription right for shares of class A, and every existing share of class B in AddLife will entitle to one (1) subscription right for shares of class B. Four (4) subscription rights of class A and class B, respectively, will entitle to subscribe for one (1) new share of the respective class. In addition to this, investors will be given the opportunity to subscribe for shares without preferential rights.
•  Subscription price: SEK 61 per share of class A and class B. No commission will be charged.
•  Subscription period: 11 April 2016 to 25 April 2016.
•  Record date: 6 April 2016. The last day of trading of AddLife’s class B shares including the right to receive subscription rights is 4 April 2016, and the first day of trading excluding the right to receive subscription rights is 5 April 2016. Trading in subscription rights for class B shares takes place on Nasdaq Stockholm during the period 11 April 2016 to 21 April 2016.
•  Issue volume: The Issue comprise a maximum of 202 353 shares of class A and a maximum of 4 721 065 shares of class B, in total a maximum of 4 923 418 shares, resulting, if the Issue is fully subscribed, in issue proceeds of approximately SEK 300 million before transaction costs. For existing shareholders who do not participate in the Issue, a dilution effect arises corresponding to approximately 20 percent of the total number of shares and votes in the company after the Issue.

For further information about the Issue, please refer to the prospectus that was published by AddLife on 15 March 2016. The prospectus is available on AddLife’s website, www.add.life, as well as on Handelsbanken’s website, www.handelsbanken.se/investeringserbjudande.

The decision of the Board of Directors requires that a prospectus supplement is drafted and approved. A prospectus supplement has been drawn up and submitted to the Swedish Financial Supervisory Authority for approval. The prospectus supplement is expected to be approved by the Swedish Financial Supervisory Authority and published before the start of the subscription period. The prospectus supplement and an English translation thereof will be available on AddLife’s website.

Shareholder support

AddLife’s three largest shareholders by votes, Anders Börjesson (with family), Tom Hedelius and RoosGruppen AB, which together hold shares representing approximately 18.5 percent of the share capital and approximately 38 percent of the votes in AddLife, have separately, through subscription commitments, subscribed for their respective pro rata share of the share issue, corresponding to approximately 18.5 percent of the new shares being issued in the Issue. No compensation is paid for the commitment to subscribe for shares.

Anders Börjesson (with family), Tom Hedelius and RoosGruppen AB, as well as the members of the Board of Directors of AddLife and the group management, have committed to not sell or pledge their respective holdings in AddLife within nine months from 16 March 2016.

In addition, Swedbank Robur Fonder, Lannebo Fonder, SEB Investment Management, Odin Fonder and AMF, which together hold 32.2 percent of the share capital, have expressed their support for the Issue and their intention to subscribe for their pro rata shares of the Issue.

In total, the subscription undertakings and intentions to subscribe correspond to 50.7 percent of the rights issue amount.

Timetable for the Issue

Advisers

Handelsbanken Capital Markets acts as financial adviser and Advokatfirman Delphi acts as legal adviser in connection with the Issue.

Stockholm, 30 March 2016

AddLife AB (publ)

For further information, please contact:

Kristina Willgård, CEO, [email protected], +46 70 510 12 23

Martin Almgren, CFO, [email protected], +46 70 228 15 45

IMPORTANT INFORMATION

The information in this press release shall not constitute an offer to acquire, subscribe for or otherwise trade in shares or other securities in AddLife. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Invitation to the persons concerned to subscribe for shares is only made through the prospectus which AddLife published on 15 March 2016.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia), Canada, Australia, Japan, Hong Kong, New Zeeland, Switzerland, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No shares or other securities have or will be registered under the United States Securities Act of 1933 or the securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly, within the United States. 

AddLife is an independent player in the Life Science sector, offering high-quality products, services and advice to the private and public sectors, above all in the Nordic region. AddLife has about 425 employees in some 25 subsidiaries that operate under their own brands. The Group has annual sales of about SEK 1.7 billion. Addlife’s shares are listed on Nasdaq Stockholm.

This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act and/or the regulations of Nasdaq Stockholm. The information was provided for publication at 14.15 PM (CET) on 30 March 2016.