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Clavister Publishes Prospectus

The extraordinary general meeting of Clavister AB ("Clavister" or the "Company") resolved on 22 October 2020, subsequent to the board of directors proposal on 22 September 2020, to carry out a rights issue of a maximum of 21,406,498 shares at a subscription price of SEK 7.00, which may provide the Company with approximately SEK 149.8 million before deduction of cost related to the rights issue (the "Rights Issue"). If the Rights Issue is oversubscribed, the board of directors may decide on an oversubscription option (the “Oversubscription Option”) which, on full subscription, contributes approximately SEK 30 million to the Company. The board of directors of Clavister has in connection with the Rights Issue, and prior to the subscription period that starts on the 3 November 2020, prepared a prospectus which has been approved today by the Swedish Financial Supervisory Authority (the "SFSA").

Publication of the prospectus

For complete information about the Rights Issue, please refer to the prospectus that has been prepared by the Company and that has been approved today by the SFSA. The prospectus is available on the Company's website (www.clavister.com/company/investor-relations/) and on Redeye AB's ("Redeye") website (https://www.redeye.se/transaction/clavister-holding) and will also be available on the SFSA's website (https://fi.se/sv/vara-register/prospektregistret/). The prospectus has only been prepared in Swedish. The prospectus is prepared as an EU-Growth prospectus in accordance with article 15 in the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish competent authority, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Clavister or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Rights Issue.

Application forms will be available on the Company's and Redeye's website respectively.

Timetable for the Rights Issue

Publication of the prospectus on the Company's website 29 October 2020
Subscription period of the Rights Issue 3 November – 17 November 2020
Trading in subscription rights 3 November – 13 November 2020
Trading in BTA's 3 November - around week 51, 2020
Announcement of the outcome of the Rights Issue Around 20 November 2020

Investor meetings

Clavister will host digital investor meetings on Thursday 5 November 2020 at 15:00 and at Thursday 12 November 2020 at 13:00. The presentation will be followed by a Q&A session. Invitations will be presented on each of Clavister’s and Redeye's websites. Additional investor meetings may be arranged during the subscription period.

Advisers

Redeye AB is acting as financial adviser and Advokatfirman Lindahl KB is acting as legal adviser to Clavister in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB is acting as issuing agent.

IMPORTANT INFORMATION

The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Clavister Holding AB. Any invitation to the persons concerned to subscribe for shares in Clavister Holding AB will only be made through the prospectus which Clavister Holding AB has presented, and the SFSA approved on 29 October 2020. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Canada, Japan, New Zeeland, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such measures are subject to legal restrictions or participation would require additional prospectuses, registration or measures besides those required by Swedish law. Furthermore, this press release may not be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.No subscription rights, paid subscription shares (Sw. Betalda och tecknade aktier) or shares subscribed for in the offer have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, unless in accordance with an applicable exception from the registration requirements of the Securities Act. Furthermore, the offer is not directed to persons resident in Australia, Hong Kong, Canada, Japan, New Zeeland, South Africa, Switzerland, Singapore or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law.

 

For additional information regarding this press release, please contact:  
John Vestberg, President and CEO, +46 (0)660-29 92 00 or ir@clavister.com  

About Clavister

Clavister is a leading European cybersecurity vendor with over 20 years of experience. Seated in Sweden, the company has customers - communication service providers, governments, enterprises and managed security service providers (MSSPs) - in more than 150 countries. Clavister provides unique security solutions to protect their digital assets and secure business continuity. The stock, Clavister Holding AB, is listed at Nasdaq First North, Growth Markets. FNCA Sweden AB is the Company’s Certified Advisor (+46 8-528 00 399, e-mail: info@fnca.se).