Recipharm completes a directed issue of 4.0 million Class B shares, raising proceeds of SEK 508 million
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Recipharm AB (publ) (“Recipharm”) has, based on the authorization granted by Recipharm’s Annual General Meeting on 14 May, 2018, resolved to carry out a direct share issue of 4,000,000 Class B shares at subscription price of SEK 127 per share (the “Issue”). The subscription price has been determined through an accelerated book-building procedure. The subscription price represents a premium of approximately 1.4 percent compared to the volume weighted average price 10 trading days prior to the Board of Directors’ resolution1.
The directed issue has been substantially oversubscribed by a number of Swedish and international institutional investors. The reasons for deviation from the shareholders’ preferential rights are to diversify the shareholder base and at the same time raise capital in order to increase the financial flexibility and to accommodate investments in organic growth opportunities and acquisitions.
Through the Issue, Recipharm will receive proceeds amounting to SEK 508 million before transaction costs. The Issue entails a dilution of 6.0 percent of the capital in relation to the number of shares in Recipharm through an increase in the number of outstanding shares from 62,726,871 to 66,726,871 (divided into 15,222,858 shares of Class A and 51,504,013 shares of Class B).
In order to facilitate the delivery of shares to the investors in connection with the Issue, as expected for June 18, 2018, one of the Company’s main owners, Flerie Participation AB, a company controlled by CEO Thomas Eldered, has lent 4,000,000 shares to Swedbank AB (publ). The shares will be returned to Flerie Participation AB after the Issue has been registered with the Swedish Companies Registration Office.
In connection with the Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 calendar days after the settlement date. In addition, in connection with the Issue, Flerie Participation AB and Cajelo Invest AB have agreed not to sell any shares in Recipharm during the lock-up period, subject to customary exceptions.
DNB Markets, Swedbank and Crédit Agricole Corporate and Investment Bank acted as Joint Bookrunners in the transaction. Setterwalls acted as legal adviser to Recipharm and White & Case acted as legal adviser to the Joint Bookrunners.
 SEK 125.2, volume weighted average closing price for 10 trading days prior to 14 June, 2018.
This information is information that Recipharm AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 14 June 2018, at 07:45 CET.
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing around 5,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, and pharmaceutical product development. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm’s turnover is approximately SEK 5.3 billion and the company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.
For more information on Recipharm and our services, please visit www.recipharm.com
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Recipharm in any jurisdiction.
Any investment decision in connection with the Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of 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. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Canada, Japan or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”). Recipharm has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In the United Kingdom, this document 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 document relates is available only to, and will be engaged in only with, “qualified investors” 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”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, 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 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. Undue reliance should not be placed 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. The Company does not 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.