Clavister

Summary of the Rights Issue

• The Board of Directors of Clavister has today resolved to carry out the Rights Issue. The resolution is subject to approval by an EGM intended to be held on 9 January 2024. Notice to the EGM will be published through a separate press release.
• Existing shareholders, representing approximately 30.8 percent of the total number of shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the EGM.
• All existing shareholders will receive one (1) unit right for each share held on the record date of 12 January 2024. Four (4) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of twelve (12) newly issued shares, three (3) warrants of series TO1 and three (3) warrants of series TO2.
• The subscription price has been determined by the Board of Directors to SEK 12 per unit, corresponding to SEK 1 per share. The warrants are issued without consideration.
• The subscription price of SEK 1 per share corresponds to a discount of approximately 41.0 percent compared to the theoretical ex-rights price (TERP), based on the closing price of Clavister's share on Nasdaq First North Growth Market on 6 December 2023.
• The subscription period in the Rights Issue occurs during the period from 16 January 2024 to 30 January 2024.
• The subscription price for subscription of shares with the support of warrants of series TO1 will correspond to 70 percent of the volume-weighted average price paid for the Company’s share during the period from 2 September 2024 to 13 September 2024, however, not less than SEK 0.65 per share and not more than SEK 1.30 per share. The subscription period in warrants of series TO1 occurs during the period from 16 September 2024 to 30 September 2024.
• The subscription price for subscription of shares with the support of warrants of series TO2 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from 3 March 2025 to 14 March 2025, however, not less than SEK 0.75 per share and not more than SEK 1.50 per share. The subscription period for warrants of series TO2 occurs during the period from 17 March 2025 to 31 March 2025.
• Upon full subscription in the Rights Issue, Clavister will receive approximately SEK 170 million before deduction of costs attributable to the Rights Issue.
• Upon full exercise of warrants of series TO1, the Company will receive additional proceeds of up to approximately SEK 55 million.
• Upon full exercise of warrants of series TO2, the Company will receive additional proceeds of up to approximately SEK 64 million.
• As part of the Rights Issue, the Company has obtained a bridge financing of approximately SEK 20 million with an arrangement fee of 3 percent and a monthly interest of 0.75 percent.
• A number of existing shareholders, including P-A Bendt AB, AB Stena Finans, and ÖstVäst Capital and members of the Company's Board of Directors and management (including Staffan Dahlström, John Vestberg, and David Nordström), have undertaken to subscribe for units corresponding to approximately 15.7 percent of the Rights Issue. In addition, external investors and the Company’s Chairman of the Board, Andreas Hedskog, have entered into guarantee undertakings of SEK 93 million corresponding to approximately 55.0 percent of the Rights Issue. The Rights Issue is thus covered by subscription commitments and guarantee undertakings that together correspond to approximately 70.8 percent of the Rights Issue.

Background and motive for the Rights Issue
Clavister is a specialised European cybersecurity provider that has been offering solutions to protect business-critical applications for over 25 years. Founded in 1997 and headquartered in Örnsköldsvik, Sweden, Clavister developed one of the first virtual firewalls of its kind and has since then offered robust and flexible cybersecurity solutions. Today, the Company develops, produces and sells cybersecurity solutions based on proprietary software with powerful performance and good scalability. Through a growing ecosystem of partners and resellers, the Company has delivered solutions to authorities at the EU level and in the public sector, the defence industry, telecom providers, energy companies and small and medium-sized enterprises on the national and international market.

Clavister intends to continue to execute on the Company's growth strategy and take advantage of the opportunities that are deemed to exist in the market, through investments in the development of solutions and an expansive sales strategy with a focus on increased penetration in the Company's key markets.

In light of the above, Clavister's Board of Directors believes that the Company needs to (i) strengthen the working capital to enable continued growth and (ii) optimise the capital structure in order to reduce parts of the Company's current debt. To implement these measures, it is the Company's assessment that the existing working capital is not sufficient during the coming twelve-month period. The Board of Directors of the Company has therefore today resolved, subject to the subsequent approval by the EGM, to carry out the Rights Issue of approximately SEK 170 million before deduction of costs attributable to the Rights Issue. The Bridge Financing of approximately SEK 20 million has an arrangement fee of 3 percent and carries a monthly interest rate of 0.75 percent. The Bridge Financing shall be repaid in full on the first day of (i) the day when all shares, or other financial instruments, issued through the Rights Issue have been registered with the Swedish Companies Registration Office and the Company has received the proceeds from the Rights Issue and (ii) 29 February 2024.

If the Rights Issue is fully subscribed, the net proceeds are mainly intended to be used for the following:

• Repayment of the Bridge Financing (approximately 15 percent)
• Strengthening of working capital to enable continued growth with associated capital requirements (approximately 40 percent).
• Optimisation of the capital structure in order to reduce parts of the Company's current debt (approximately 45 percent).

The net proceeds that may accrue to the Company upon exercise of the warrants of series TO1 and TO2 are intended to be used for the following:

• Repayment of loan from the European Investment Bank (“EIB”) (approximately 100 percent).

The Company estimates that the working capital, in case the Rights Issue is subscribed to the amount covered by subscription commitments and guarantee undertakings, will be sufficient for the coming twelve-month period after the completion of the Rights Issue.

The Rights Issue terms
Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 12 January 2024 will receive one (1) unit right for each share held in the Company. The unit right entitles the holder to subscribe for new units with preferential rights. Four (4) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of twelve (12) newly issued shares, three (3) warrants of series TO1 and three (3) warrants of series TO2. The subscription price is SEK 12 per unit, corresponding to SEK 1 per share (the warrants are issued without consideration), which means that Clavister will receive proceeds, provided that the Rights Issue is fully subscribed, of approximately SEK 170 million before deduction of costs attributable to the Rights Issue. In addition, investors are offered the opportunity to apply for subscription of units without the support of unit rights.

Each warrant of series TO1 gives the right to subscribe for one (1) new share in the Company during the period from 16 September 2024 to 30 September 2024. The subscription price for subscription of shares using warrants of series TO1 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from 2 September 2024 to 13 September 2024, however, not be less than SEK 0.65 per share and not more than SEK 1.30 per share.

Each warrant of series TO2 gives the right to subscribe for one (1) new share in the Company during the period from 17 March 2025 to 31 March 2025. The subscription price for subscription of shares using warrants of series TO2 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from 3 March 2025 to 14 March 2025, however, not be less than SEK 0.75 per share and not more than SEK 1.50 per share.

Provided that the Rights Issue is fully subscribed, the number of shares in Clavister will increase by 169,591,056, from 56,530,354 to 226,121,410, and the share capital will increase by a maximum of SEK 16,959,105.6, from SEK 5,653,035.4 to 22,612,141.0 SEK. Shareholders who choose not to participate in the Rights Issue will, through the Rights Issue, have their shareholding diluted by up to 75.0 percent (based on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders have the possibility to be financially compensated for the dilution effect by selling their unit rights received.

Upon full exercise of the warrants of series TO1 covered by the Rights Issue, the number of shares will increase by 42,397,764 and the share capital will increase by SEK 4,239,776.4, corresponding to a dilution effect of approximately 15.8 percent of the total number of shares and votes in the Company, provided that the Rights Issue is fully subscribed and upon full exercise of warrants of series TO1.

Upon full exercise of the warrants of series TO2 covered by the Rights Issue, the number of shares will increase by 42,397,764 and the share capital will increase by SEK 4,239,776.4, corresponding to a dilution effect of approximately 13.6 percent of the total number of shares and votes in the Company, provided that the Rights Issue is fully subscribed and upon full exercise of warrants of series TO1 and TO2.

The last day of trading in Clavister's shares including the right to receive unit rights in the Rights Issue is 10 January 2024. The shares are traded excluding the right to receive unit rights in the Rights Issue from 11 January 2024. The subscription period, with or without the support of unit rights, occurs during the period from 16 January 2024 to 30 January 2024. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from 16 January 2024 to 25 January 2024 and trading in BTU (paid subscribed unit) will take place on Nasdaq First North Growth Market during the period from 16 January 2024 to 14 February 2024.

EIB has a dilution protection under the financing agreement that Clavister has entered into with EIB, which means that EIB has a dilution protection in relation to EIB's theoretical ownership of six (6) percent. The dilution protection means that if Clavister issues shares, warrants or convertibles, a number of warrants corresponding to six (6) percent of the number of newly issued instruments shall also be issued to EIB. The warrants entitle EIB to subscribe for one share in Clavister for the share's quota value (SEK 0.1).

Notice of extraordinary general meeting
The Board of Directors' resolution on the Rights Issue is subject to approval by an EGM scheduled to be held on 9 January 2024. The notice to the EGM will be published through a separate press release.

Subscription commitments, guarantee undertakings and voting commitments
A number of existing shareholders, including P-A Bendt AB, AB Stena Finans, and ÖstVäst Capital and persons in the Company's Board of Directors and management (including Staffan Dahlström, John Vestberg, and David Nordström), who together represent approximately 30.8 percent of the total number of shares and votes in the Company, have undertaken to, with preferential rights, subscribe for units in the Rights Issue amounting to approximately SEK 27 million, corresponding to approximately 15.7 percent of the Rights Issue. Furthermore, a number of external investors and the Company’s Chairman of the Board, Andreas Hedskog, have entered into guarantee undertakings of approximately SEK 93 million, corresponding to approximately 55.0 percent of the Rights Issue. The Rights Issue is thus covered by subscription commitments and guarantee undertakings of approximately SEK 120 million, corresponding to approximately 70.8 percent of the Rights Issue. Allotment of units to guarantors that would entail that the guarantor’s disposal of votes in the Company exceeds any of the thresholds according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar) is conditional upon the guarantor’s investment having been approved by the Inspectorate of Strategic Products. Existing shareholders, corresponding to approximately 30.8 percent of the total number of shares and votes in the Company, have undertaken to vote for the approval of the Rights Issue at the EGM scheduled to be held on 9 January 2024.

A guarantee compensation of 11 percent of the guaranteed amount in cash, alternatively compensation in units of 13 percent of the guaranteed amount, will be paid to the parties that have entered into guarantee undertakings (with the exception of Andreas Hedskog who will only receive the cash compensation). Upon full utilization of the possibility to receive guarantee compensation in units, the number of shares will increase by 11,872,236 and the share capital will increase by SEK 1,187,223.6, corresponding to a total dilution effect of approximately 5.0 percent of the total number of shares and votes in the Company, provided that the Rights Issue is fully subscribed. No compensation is paid for subscription commitments. Neither subscription commitments nor guarantee undertakings are secured by bank guarantees, blocked funds, pledged assets or similar.

Prospectus
The complete terms of the Rights Issue, including allocation principles, further information on subscription commitments and guarantee undertakings, as well as information about the Company, will be presented in a prospectus that is expected to be announced and published on the Company's website www.clavister.com on or about 15 January 2024.

Preliminary timetable for the Rights Issue

Advisors
ABG Sundal Collier AB is acting as Sole Global Coordinator in connection with the Rights Issue. Advokatfirman Lindahl KB is legal advisor to the Company and Baker McKenzie is legal advisor to ABG Sundal Collier AB in connection with the Rights Issue.