Helsingborg, 24 October 2014

Transcription

1 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS. For further information contact: Chairman of the board Lennart Holm or CEO Finn Ketler Vigmed s Board of Directors has resolved to, in accordance with the approval granted by the Annual General Meeting on 13 May 2014, launch a rights issue of approximately SEK 56.4 million with preferential rights for Vigmed s shareholders The rights issue proceeds will be used to finance new product launches, investments in product development, patents and marketing initiatives. Part of the rights issue proceeds will be used to finance an initial establishment on the Chinese market including completing product registrations, where conditions for certain Vigmed products are considered to be very beneficial Shareholders in Vigmed have preferential rights to subscribe for one (1) new share for six (6) existing shares held, i.e. an issue ratio of 1:6 The subscription price is SEK 9 per share The rights issue is fully guaranteed by existing shareholders and external guarantors Finn Ketler, CEO of Vigmed comments: In less than two years, we have evolved from being a clear-cut innovation house with four employees to a company with full scale production and with a strong, experienced and motivated team of 18 people. We have launched our first three product lines and have several new concepts in our pipeline. Vigmed now enters a phase with a focus on market establishment and revenue growth. In order to successfully be able to launch our product lines on additional markets and to continue our positive development we need to obtain new capital in this important commercialisation phase. Background and reasons Vigmed Holding AB (publ) ( Vigmed or the Company ) is a Swedish medical technology company founded in 2009, with the mission to actively contribute to reducing the risk of the spread of infections and diseases for healthcare personnel by eliminating unintentional needle stick injuries within the healthcare sector. Needle stick injuries are a major concern for doctors, nurses and other healthcare personnel that risk being infected with Ebola, HIV, hepatitis or any

2 other of the approximately 30 pathogens that can be transmitted via an infected needle. Approximately two million doctors, nurses and other healthcare personnel are estimated to be infected every year in Europe alone. Needle stick injuries are considered such a significant work environment hazard that EU, in May 2013 adopted a directive that requires all needles and sharp devices purchased by public health authorities must be equipped with a safety mechanism to prevent needle stick injuries. The directive has led to national legislation in the respective EU countries and requires a market transition during a limited time period to the new types of safe products. It is on the wave of this transition Vigmed establishes a market position using its unique and patented safety solutions. The Company s proprietary high-quality products are resourceefficient, safe, easy to use and of high quality. Vigmed has a close relationship with distributors and end-users in order to develop safe and practical solutions that create additional value for the Company s target group, healthcare personnel. Establishment on the European market is currently in focus but Vigmed expects to enter the US and Chinese markets during So far this year, three product lines have been launched and an additional product family will be launched during late fall when a CE-approval is expected to be completed. These products are currently being marketed successfully by Vigmed s distributors in Spain, Portugal, Greece, Sweden, Denmark and Norway. Distribution agreements have also been established in Italy and the Company is expected to sign additional distribution agreements on several European markets during the fourth quarter this year. Vigmed is now entering a strong growth phase focusing mainly on the European market and secondly on the US and Chinese markets. The Board of Directors believes that the proposed rights issue is essential for the Company s continued ability to leverage the opportunities that the new EU-legislation has created, the opportunities in USA and China as well as the potential that the rest of Asia and the Gulf states hold. The rights issue proceeds will mainly be used to finance new product launches which primarily imply costs and investments related to product development, patents, production development, marketing, signing additional distribution agreements as well as preparation of educational and marketing materials. Part of the rights issue proceeds will be used to finance an initial establishment on the Chinese market including completing product registrations, where conditions for certain Vigmed products are considered to be very beneficial. The Board of Directors believes that these decisions provide Vigmed and its shareholders with excellent future prospects. Terms and conditions for the rights issue On 23 October 2014, Vigmed s Board of Directors has resolved to, in accordance with the approval granted by the Annual General Meeting on 13 May 2014, to increase the Company s share capital through a rights issue with preferential rights for existing shareholders. The terms

3 for the rights issue imply that a maximum of 6,261,904 new shares shall be issued at a subscription price of SEK 9 per share. Based on the closing share price on 23 October 2014, the subscription price of SEK 9 per share implies a discount of approximately 34 percent to the theoretical ex-rights price. For each existing share in Vigmed, the holder is entitled to one (1) subscription right, and six (6) subscription rights entitle the holder to subscribe for one (1) new share. The record date at Euroclear Sweden AB for participation in the rights issue with preferential rights is 11 November The subscription period (subscription through payment) will run from 14 November 2014 up to and including 28 November 2014, or such later date as decided by the Board of Directors. Trading in subscription rights on NASDAQ OMX First North is expected to take place from 14 November 2014 up to and including 26 November Assuming full subscription, the number of shares in the Company will increase from 37,571,428 shares to 43,833,332 shares and the share capital from approximately SEK 758, to approximately SEK 884,680.11, which implies and increase of approximately 17 percent. Assuming full subscription, the total issue proceeds amount to approximately SEK 56.4 million before issue costs. For existing shareholders who do not participate in the new issue, a dilution effect corresponding to approximately 14 percent of the total number of shares and votes in the Company will occur. Shareholders who choose not to participate in the rights issue are able to compensate for this dilution effect by selling their subscription rights. Shareholder support and guarantees The rights issue is fully guaranteed by existing shareholders including the Board of Directors, management and one of the largest shareholders Bure Equity, together with external underwriters. Shareholders including members of the Board of Directors and management have committed to subscribe for approximately SEK 11.6 million corresponding to approximately 21 percent of the rights issue. Other shareholders, including i.a. Bure Equity have committed to subscribe for approximately SEK 11.0 million corresponding to approximately 19 percent of the rights issue. The remaining approximately SEK 33.8 million of the rights issue have been guaranteed by Bure Equity and a few other external guarantors.

4 Expected timetable for the rights issue 7 November 2014 Last day of trading in the share including right to participate in the rights issue 10 November 2014 First day of trading in the share excluding right to participate in the rights issue 11 November 2014 Record date for participation in the rights issue, i.e. shareholders who are registered in the share register as of this day will receive subscription rights for participation in the rights issue 12 November 2014 Estimated date for publication of the prospectus 14 November 26 November 2014 Trading in subscription rights. Shareholders who do not wish to subscribe for shares and who do not want to lose the value of their subscription rights can sell their subscription rights during this period. 14 November 28 November 2014 Subscription period 3 December 2014 Estimated date of announcement of final results of the rights issue Financial and legal advisors Vigmed has engaged ABG Sundal Collier as financial advisor and Mannheimer Swartling Advokatbyrå as legal advisor in connection with the rights issue. Teleconference on 24 October 2014 at 10:00 CET Vigmed invites investors and media to a conference call (in English) on 24 October 2014 at 10:00 CET, where CEO Finn Ketler and Chairman of the Board Lennart Holm will present and comment on the interim report and rights issue and answer questions. The report and investor presentation will be available on Vigmed s website from 08:00 CET the same day. To participate in the teleconference, please dial (Sweden) or toll free to The participant pin code is #.

5 For more information, please contact: Finn Ketler, CEO Vigmed, telephone , or Lennart Holm, Chairman of the Board, telephone Vigmed discloses the information in this press release pursuant to the Swedish Securities Markets Act. The information was provided for public release on 24 October 2014 at 08:00 CET. Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden, and has approximately 20 employees. Vigmed s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG) and has approximately 5,400 shareholders. Remium Nordic AB is the Company s Certified Advisor. Additional information such as company description, a video presentation and risk factors can be found on Vigmed s home page:

6 Important information This press release is not an offer regarding shares or other securities issued by Vigmed Holding AB (publ) (the Company ). This press release may not be distributed in or into the United States, Canada, Japan, Australia or in any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Swedish law. Nor may the information in this press release be forwarded or reproduced in a manner that contravenes such restrictions or gives cause to such requirements. No securities issued by the Company have been or will be registered under the United States Securities Act of 1933, as amended ( Securities Act ) and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering will be made in the United States. In member states within the European Economic Area (EEA) (other than Sweden) which have implemented Directive 2003/71/EC (the Prospectus Directive ), this press release is directed only at qualified investors as defined in the Prospectus Directive. This press release may contain certain forward-looking statements that reflect the Company s current views on future events as well as financial and operational performance. Words such as intend, assess, expect, may, plan, believe, estimate and other expressions entailing indications or predictions of future development or trends, and which are not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements information is not a guarantee of future results or performance, and the actual outcome may differ materially from the information set forth in the forward-looking statements. A prospectus prepared in accordance with the Prospectus Directive will be published on or about 12 November 2014 and is, with certain restrictions, available at