NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES PURSUANT TO APPLICABLE LAW. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF VEF. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The Board of Directors of VEF AB (publ) (“VEF” or the “Company”) has, in accordance with the Company’s press release earlier today, with support of the authorization granted by the General Meeting of VEF, resolved on a share issue of 207,312,810 shares (the “Directed Share Issue”) (1). The subscription price in the Directed Share Issue amounts to SEK 4.27 per share. Through the Directed Share Issue, which was substantially oversubscribed, VEF will receive proceeds amounting to approximately SEK 885 million (approx. USD 102 million) before deduction of transaction costs. Investors in the Directed Share Issue include a number of new and existing, well-renowned Swedish and international institutions including Acacia Partners, Fidelity Management & Research Company LLC, Highclere International Investors LLP, Robeco and Swedbank Robur Fonder.
The subscription price in the Directed Share Issue is SEK 4.27 per share and has been determined by way of an accelerated bookbuilding procedure carried out by the Company’s financial advisers Pareto Securities AB and Nau Securities Limited (the “Joint Managers and Bookrunners”). The subscription price in the Directed Share Issue corresponds to a discount of approximately 4.9 percent compared to the closing price on Nasdaq First North Growth Market on 24 August 2021 and 2.3 percent compared to the 10-day volume weighted average price (VWAP). Through the Directed Share Issue, the Company will receive approximately SEK 885 million (approx. USD 102 million) before deduction of transaction costs.
The reasons for carrying out a share issue with deviation from the shareholders’ preferential rights are mainly to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time and cost-efficient manner. The Directed Share Issue is primarily carried out to support the Company’s future investments, which includes both follow-on investments and new pipeline investments. The Board of Directors’ assessment is that the subscription price in the Directed Share Issue is in accordance with market conditions, since it has been determined through an accelerated bookbuilding procedure.
The Directed Share Issue entails a dilution of approximately 19.9 percent of the number of common shares and votes in the Company. Through the Directed Share Issue, the number of outstanding common shares and votes will increase by 207,312,810 from 834,477,168 to 1,041,789,978. The share capital will increase by approximately SEK 2,073,128, from SEK 8,344,772 to SEK 10,417,900 for the common shares (2).
We welcome all new shareholders to our story and thank many of our current shareholders for their continued support through this placement process. We look forward to putting this fresh capital to work and continue to drive value creation for all our shareholders over the coming years.”, said by David Nangle, CEO of VEF.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 180 calendar days following the announcement of the outcome of the Directed Share Issue without the Joint Global Coordinators’ consent.
Board members and members of the management holding shares and/or warrants have undertaken not to sell any shares in VEF for a period of 180 calendar days following the announcement of the outcome of the Directed Share Issue without the Joint Managers and Bookrunners’ consent, subject to customary exceptions. Similarly, the Company’s second shareholder Libra Fund (3) has undertaken not to sell any shares in the Company for a period of 90 calendar days following the announcement of the outcome of the Directed Share Issue.
Pareto Securities AB and Nau Securities Limited act as Joint Managers and Bookrunners in the Directed Share Issue, Advokatfirman Vinge KB and Milbank LLP act as legal advisers to the Company and Advokatfirmaet Schjødt AS acts as legal adviser to the Joint Managers and Bookrunners.
(1) The authorization was initially adopted by the Annual General Meeting of VEF Ltd. held on 6 May 2021. In connection with the redomestication of the VEF group from Bermuda to Sweden, a corresponding resolution was adopted by the Extraordinary General Meeting in VEF AB (publ) held on 17 June 2021.
(2) The Company has issued 45,650,000 class C shares under the Company’s long-term incentive programs for 2019 and 2020 in addition to the common shares. The total number of shares, including class C shares, following the Directed Share issue will be 1,087,439,978 and the share capital will be approx. SEK 10,874,400. Furthermore, the Company has resolved on an issue of 8,312,500 class C shares under the Company’s long-term incentive program for 2021 and 500,000 common shares for the purpose of delivering shares in connection with the vesting of outstanding options, expected to be subscribed for and allocated during August-November 2021. In addition, the Company has 1,000,000 outstanding options vesting in 2023 and 2024.
(3) Board member Ranjan Tandon represents Libra Fund, which today owns 124,198,165 shares in the Company.