Intellego Technologies

The Directed Issue
The Board of Directors of Intellego has today resolved to carry out the Directed Issue of 616,572 units, meaning that 616,572 shares and 616,572 Warrants are issued. The subscription price in the Directed Issue has been set at SEK 24.64 per unit, which corresponds to a subscription price of SEK 24.64 per share. The Warrants are issued free of charge. Through the Directed Issue, Intellego receives approximately SEK 15.2 million before issue costs which amounts to approximately SEK 0.4 million. Upon full exercise of all Warrants the Company may receive an additional maximum of approximately SEK 22.8 million. The proceeds from the Directed Issue will be used to strengthen the Company’s capital structure which is a requirement from a partner that the Company is in late-stage negotiations with. The Directed Issue was resolved by the Board of Directors with support of the authorization granted by the Annual General Meeting on 24 May 2024.

The Directed Issue has been directed to Eden Funds, Curam Holding AB, Tommy Ure and the existing shareholders Henric Blomsterberg and Advokatfirma Arido Degavro AB. The existing shareholders’ participation in the Directed Issue has been deemed to be of great importance for the successful completion of the Directed Issue and their participation has also enabled the Directed Issue to be carried out on favorable terms. The presence of existing shareholders among those entitled to subscribe has thus been in the best interest of all shareholders. None of the Company’s major shareholders participate in the Directed Issue and none of the subscribers are related parties to the Company.

The subscription price per unit, which has been determined through a negotiation procedure at arm’s length between the Company and the subscribers, corresponds to a premium of 10 percent in relation to the closing price of the Company's share on Nasdaq First North Growth Market today, 19 September 2024.

Each Warrant entitles the holder to subscribe for one (1) share at a subscription price of SEK 36.96, corresponding to 150 percent of the subscription price per unit in the Directed Issue, during the period from and including 19 September 2025 up to and including 29 September 2026. The Warrants will be subject to customary recalculation conditions.

Motives and considerations
The Company’s Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue, but has concluded that a rights issue compared to a directed share issue (i) would take significantly longer to complete and thus entail a risk for the execution of the capital raise and an increased general market risk exposure, (ii) would require significant underwriting undertakings from an underwriting syndicate given the prevailing volatility in the market, which would entail additional costs and/or further dilution depending on the type of compensation paid for such underwriting undertakings, (iii) would likely need to be made at a lower subscription price given the discount levels for rights issues carried out in the market recently, and (iv) unlike a rights issue, the Share Issue is expected to broaden the shareholder base to some extent and provide the Company with new capital-strong and strategic owners. In view of the above, the Company’s Board of Directors has made the assessment that a directed share issue with deviation from the shareholders’ preferential rights is the most favorable alternative for Intellego and is in the best interest of all shareholders. The Board of Directors therefore makes the assessment that the above reasons for deviating from the shareholders’ preferential rights outweigh the main rule that share issues shall be carried out with preferential rights for the shareholders.

As the subscription price in the Directed Issue has been determined through a negotiation procedure at arm’s length between the subscribers and the Company and corresponds to a premium of 10 percent in relation to the closing price of the Company’s share on Nasdaq First North Growth Market today, 19 September 2024, it is the assessment of the Board of Directors that the subscription price reflects current demand and market conditions and is thus to be considered to be market conformant.

The new shares are expected to be admitted to trading on Nasdaq First North Growth Market as soon as possible after the persons entitled to subscribe in the Directed Issue have paid for the units and the Directed Issue has been registered with the Swedish Companies Registration Office. Intellego does not intend for the Warrants to be admitted to trading.

Shares and share capital
The Directed Issue entails that the total number of shares and votes in Intellego increases by 616,572, from 27,822,614 to 28,439,186, and that the share capital increases by approximately SEK 22,020.43, from approximately SEK 993,664.80 to approximately SEK 1,015,685.23, which entails a dilution effect for existing shareholders of approximately 2.17 percent based on the total number of shares and votes in the Company after the Directed Issue. Upon full exercise of all Warrants, the share capital will increase by an additional approximately SEK 22,020.43, from approximately SEK 1,015,685.23 to approximately SEK 1,037,705.65, through the issuance of 616,572 shares. The number of shares thereby increases from 28,439,186 to 29,055,758 shares, corresponding to an additional dilution effect of approximately 2.12 percent.

Advisors
Fredersen Advokatbyrå is acting as the Company’s legal advisor in connection with the Directed Issue. Mangold Fondkommission AB is the issuing agent in the Directed Issue.

IMPORTANT INFORMATION
The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in Intellego in any jurisdiction, neither from Intellego nor from anyone else.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared by the Company and published on the Company's website in connection with the Directed Issue.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.

In the United Kingdom, this document and other materials relating to the securities referred to herein are only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) "high net worth entities" as referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). An investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement and should not act or rely on it.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or First North's Rulebook for Issuers.