Clavister
Clavister has Successfully Carried out a Directed Share Issue of SEK 167 Million
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INSIDE INFORMATION: The Board of Directors of Clavister AB ("Clavister" or the "Company") has, based on the authorisation granted by the shareholders of the Company at the annual general meeting on 19 May 2025, and in accordance with the press release from yesterday, resolved on a directed share issue of 61,904,416 shares at a subscription price of SEK 2.70 per share (the "Directed Share Issue"). Through the Directed Share Issue, Clavister will receive proceeds amounting to approximately SEK 167 million before transaction costs. A part of the Directed Share Issue is conditional upon the approval of an extraordinary general meeting in the Company (the “EGM”), which is planned to be held around December 17, 2025. The subscription price was determined based on an accelerated bookbuilding procedure. The Directed Share Issue generated great interest and was subscribed by European qualified and institutional investors. A part of the Directed Share Issue is also directed to the Board member Staffan Dahlström and the Chair of the Board, Andreas Hedskog.
The Directed Share Issue and the Subscription Price
The Directed Share Issue is carried out with deviation from the shareholders‘ preferential rights and has been resolved by the Board of Directors partly based on the authorisation granted by the shareholders of the Company at the annual general meeting on May 19, 2025 (“Tranche 1”), and partly by the Board’s resolution conditional upon the EGM’s approval (“Tranche 2”). Through the Directed Share Issue, 61,904,416 shares will be issued at a subscription price of SEK 2.70 per share, which means that Clavister will receive proceeds amounting to approximately SEK 167 million before transaction costs. The subscription price was determined based on an accelerated bookbuilding procedure. Per Anders Bendt, who holds approximately 18.45 percent of the shares and votes in the Company, has undertaken to vote in favor of the approval of the Tranche 2 of the Directed Share Issue. Since the subscription price in the Directed Share Issue has been determined through a bookbuilding procedure, it is the Board of Directors' assessment that the subscription price is on market terms, in that it reflects current market conditions and investor demand. The shares issued through the Directed Share Issue will be admitted to trading on Nasdaq First North Growth Market. Settlement and admission to trading is expected to take place around December 2, 2025.
Additionally, a part of the Directed Share Issue is directed to the Company’s Board member Staffan Dahlström and Andreas Hedskog, the Chair of the Board. The part of the Directed Share Issue directed to Staffan Dahlström and Andreas Hedskog will be subject to approval by the EGM. A valid resolution at the EGM requires that the proposal is adopted by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting. Tranche 1 and Tranche 2 are independent in relation to each other and are not conditional upon each other.
Background, Motive and Use of Proceeds
- The purpose of the Directed Share Issue, in combination with a new loan facility of SEK 100 million provided by Swedbank, is to enable Clavister to repay all outstanding debt (including repurchasing issued warrants) to the EIB and allow for continued investment in organic growth initiatives.
- Following the Directed Share Issue, Clavister will enter into a term loan facility of SEK 100 million at Stibor +400bps, amortised over 5 years at SEK 20 million per year
- The term loan is provided by Swedbank and will be denominated in SEK, which will eliminate future FX-risk (EIB loan is denominated in EUR).
- The term loan will reduce Clavister’s annual interest payments by approx. SEK 2 million
- Together with the new term loan, the net proceeds from the Directed Share Issue will be used for;
- Early repayment of outstanding debt to EIB that matures in 2028, totalling approx. SEK 175 million and split between approx. SEK 92 million of accrued interest and approx. SEK 83 million of interest-bearing debt.
- Repurchasing 15,360,591 warrants at a price per warrant equal to the price per share in the Directed Share Issue. The Company will then cancel the repurchased warrants.
Deviation from Shareholders' Preferential Rights
The Board of Directors has considered the possibility of raising capital through a rights issue and believes that it is currently, for several reasons, more favourable for the Company and its shareholders to raise capital through a directed share issue. A rights issue would take significantly longer to complete, which could reduce the Company's financial flexibility and prevent the Company from taking advantage of any business opportunities, especially in the current volatile market environment. Furthermore, the Company wishes to expand and strengthen its institutional and professional shareholder base and to further strengthen the liquidity of the Company's shares. The Company wants to ensure a strong balance sheet and to secure financial resources for estimated future order growth. Against this background, the Board of Directors’ overall assessment is that it is in the interest of the Company and its shareholders to carry out the Directed Share Issue with deviation from the main rule on shareholders’ preferential rights. Since the subscription price in the Directed Share Issue was determined through a bookbuilding procedure, it is the Board of Directors' assessment that the subscription price is in line with market terms, in that it reflects current market conditions and investor demand.
Number of Shares and Votes, and Share Capital
As a result of the Directed Share Issue, the number of shares and votes in Clavister will increase by 61,904,416 from 309,522,083 to 371,426,499. Following the Directed Share Issue, the total number of shares and votes in the Company will consist of 371,426,499 shares and votes. The share capital will increase by a total of SEK 6,190,441.60, from SEK 30,952,208.30 to SEK 37,142,649.90. The Directed Share Issue entails a dilution of approximately 16.67 percent based on the total number of shares and votes in the Company after the Directed Share Issue.
Lock-Up Undertakings
The Company has undertaken, with customary exceptions, not to issue any additional shares for a period up until and including February 28, 2026. In addition, the CEO John Vestberg and the CFO David Nordström, have undertaken, with customary exceptions, not to sell any shares in the Company for a period of six months following the announcement of the outcome of the Directed Share Issue.
Advisors
Cantor acts as Sole Global Coordinator and Sole Bookrunner and Advokatfirman Lindahl KB acts as legal advisor in connection with the Directed Share Issue.
The Company has made the assessment that the Company conducts protection-worthy activities under the Swedish foreign direct investment review Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) (the “FDI Act”). This entails that investors that gain certain influence in the Company may need to notify investments in the Company to, and obtain approval from, the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för Strategiska Produkter) before such investments can be completed. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Directed Share Issue for the individual shareholder.
| Datum | 2025-11-27, kl 07:30 |
| Källa | MFN |