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The Subscription Period in Clavister’s Rights Issue Commences

Today is the first day of subscription period in Clavister AB’s (“Clavister” or the “Company”) rights issue resolved by the extraordinary general meeting on 22 October 2020 (the "Rights Issue"). The general public, with the exception of jurisdictions stated in the section “Important information” below, also has the opportunity to subscribe for shares without subscription rights.

Clavister is carrying out the Rights Issue amounting approximately MSEK 149.8 before deductions for costs related to the Rights Issue, primarily for the purpose of strengthening sales growth. Clavister has received subscription undertakings and guarantees, which together cover the Rights Issue. In order for the Company to meet any demand in the case of oversubscription of the Rights Issue, and thereby raise additional proceeds to the Company, the board of directors can resolve on a so-called oversubscription option (the “Oversubscription Option”). The Oversubscription Option will provide the Company with net proceeds amounting to maximum MSEK 30. In addition, the Company carries out a new share issue with deviation from shareholders’ pre-emption rights in parallel with the Rights Issue amounting to approximately MSEK 54 before deductions of costs related to the directed share issue.

Comment from Clavister’s CEO, John Vestberg

“Clavister is on a growth journey with increasing margins, which is evident from our latest interim report. We now hope to continue strengthening our growth and commercialize on the opportunities we see in the market. We plan to do this through verticalization and specialization in the sales and marketing area; through working capital to enable the implementation of major projects and to strengthen our balance sheet, which is a prerequisite for winning major customer agreements and to create shareholder value. We are hopeful for the continued growth journey ahead of us and with these words we want to thank both new and existing owners for your support in Clavister.” - says CEO John Vestberg.”

The Rights Issue

The Rights Issue comprises a maximum of 21,406,498 shares. If the Rights Issue is fully subscribed, Clavister will receive proceeds of approximately MSEK 149.8 before deduction of costs related to the Rights Issue. The Oversubscription Option comprises of a maximum of 4,285,720 shares. If fully subscribed for, the Oversubscription Option will provide the Company with approximately MSEK 30 before deduction of costs related to the issues.

Existing shareholders in the Company will receive five (5) subscription rights for each share held on the record date, 29 October 2020. Six (6) subscription rights entitles the holder to subscribe for one (1) new share in the Company.

Preliminary timeline

3 November 2020 – 13 November 2020  – Trading in subscription rights

3 November 2020 – 17 November 2020 – Subscription period

3 November 2020 – Until the Rights Issue is registered at the Swedish Companies Registration Office – Trading in paid subscription shares (“BTA”)

20 November 2020 – Announcement of the preliminary outcome of the Rights Issue

Investor presentations

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

Prospectus

The prospectus, containing complete terms and conditions, is available on the Company's, the issuing agent's and Redeye's respective websites (www.clavister.com, www.hagberganeborn.se, www.redeye.se). The prospectus is also available on the Swedish Financial Supervisory Authority's website www.fi.se. Subscription forms will be available on the Company's and Redeye's respective websites.

Advisers

Redeye 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 INFORMATIONThe 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 Swedish Financial Supervisory Authority (Sw. Finansinspektionen) 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).