Clavister Holding AB Executes Two Issues of Warrants

ÖRNSKÖLDSVIK, SWEDEN. 2017-12-14

No 1 2017/2020 (”Series 1”)

A total of 3 062 608 warrants of Series 1 have been issued to Tagehus with deviation of the shareholders’ preferential rights. The reason for the deviation from shareholders’ preferential rights is that the Company has undertaken to carry out the issue as part of an agreement between the Company and Tagehus regarding, inter alia, issuing of loans to the Company. The warrants are issued free of charge and each warrant entitles the holder to subscribe for one new share in the Company for a subscription price of SEK 20. The subscription price has been determined in the loan agreement between the Company and Tagehus. Payment for subscribed shared based on warrants shall be made through cash payment or by set-off claims, under the conditions stated in Chapter 14 Section 48 of the Swedish Companies Act.

 

The warrants may be exercised during a period from the registration of the warrants with the Swedish Company Registration Office up to and including 29 September 2020. It is set out in the loan agreement between the Company and Tagehus that Tagehus only may exercise 562,608 warrants of Series 1 insofar the strike price corresponds to accrued interest on the loan from Tagehus to the Company.

 

If all warrants of Series 1 are exercised, the Company’s share capital will increase with SEK 306,260.80 and the number of shares with 3,062,608. The issue proceeds would in that case total SEK 61,252,160.

 

No. 2 2017/2020 (“Series 2”)

A total of 1,250,000 warrants of Series 2 have been issued to Tagehus with deviation of the shareholders’ preferential rights. The reason for the deviation from shareholders’ preferential rights is that the Company has undertaken to carry out the issue as part of the mentioned loan agreement. The warrants are issued free of charge and each warrant entitles the holder to subscribe for one new share in the Company for a subscription price corresponding to the shares’ quotient value at the time for subscription. The subscription price corresponds with the share’s quotient value and has been determined in the loan agreement. Payment for subscribed shares based on warrants shall be made through cash payment or by set-off claims, under the conditions stated in Chapter 14 Section 48 of the Swedish Companies Act.

 

The warrants of Series 2 intends to compensate Tagehus for the dilution Tagehus may suffer if the Company makes a rights issue or private placement based on a subscription price lower than SEK 20 per share before 30 September 2020. Hence Tagehus may only exercise warrants of Series 2 to the extent necessary to compensate Tagehus for such dilution pursuant to the loan agreement. The warrants may be exercised during a period from the day of registration of the warrants with the Swedish Company Registration Office up to and including 29 September 2020.

 

If all warrants are exercised, the Company’s share capital may increase with SEK 125,000 and the number of shares with 1,250,000.