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20 May 2020

Vator Securities advises Xbrane Biopharma on 146 MSEK directed share issue

The Board of Directors of Xbrane Biopharma AB (publ) (“Xbrane” or the “Company”) has, in accordance with the announcement made in a press release on 19 May 2020, successfully completed a directed issue of 3,853,799 shares corresponding to approximately SEK 146 million (the “Directed Share Issue”) before costs related to the transaction. The subscription price in the Directed Share Issue has been determined to 38 SEK per share through an accelerated book building procedure performed by Vator Securities AB. A number of institutional investors participated, such as TIN Fonder and Swedbank Robur Ny Teknik, as well as existing shareholders, among them, Swedbank Robur Medica and STADA Arzneimittel.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Summary of the Directed Share Issue
The Board of Directors of Xbrane has, pursuant to authorization granted by the annual general meeting on 14 May 2020, and as indicated in the Company’s press release on 19 May 2020, resolved on a directed share issue.

  • The Directed Share Issue encompasses a total of 3,853,799 shares corresponding to the full authorization granted by the annual general meeting on 14 May 2020. The Directed Share Issue was heavily oversubscribed.
  • The subscription price in the Directed Share Issue was set at 38 SEK per share, and was determined through an accelerated book building procedure led by Vator Securities AB.
  • Through the Directed Share Issue the Company will receive proceeds of approximately SEK 146 million before transaction related costs.
  • The subscription price in the Directed Share Issue is equivalent to a discount of approximately 5 percent in relation to the volume weighted average share price during the last 30 days on Nasdaq Stockholm on 19 May 2020.
  • The Directed Share Issue entails a dilution effect of approximately 20 percent of the number of shares in the Company after completion of the Directed Share Issue. Through the Directed Share Issue, the number of shares outstanding and votes will increase by 3,853,799 from 15,415,199 to 19,268,998. The share capital increase by approximately SEK 863,968 from approximately SEK 3,455,873 to approximately SEK 4,319,840.
  • The Directed Share Issue was directed to selected Swedish and international institutional investors, among others, TIN Fonder, Swedbank Robur Ny Teknik, Swedbank Robur Medica and current share STADA Arzneimittel and Serendipity Group.

The Board of Directors’ assessment, based on the accelerated book building process executed by Vator Securities AB, is that the Directed Share Issue was carried out on customary terms in accordance with market conditions. The reason for the deviation from the shareholder’s preferential rights was to allow the Company to raise capital in a time and cost-effective manner and with favourable conditions raise capital for the Company’s continued expansion, as well as to diversify the shareholder base. The proceeds are intended to, inter alia, be used to finance the Marketing Authorization Application for Xlucane and accelerate the development of the company´s biosimilar candidates on Cimzia® (Xcimzane) and Opdivo® (Xdivane).

In connection with the Directed Share Issue, the board of directors and the management[1] have agreed with Vator Securities, with customary exceptions, not to issue additional shares for a period of 180 calendar days after today’s date.

Prospectus
As the Directed Share Issue in whole resulted in that more than 20 percent of the total number of shares will be admitted to trading on Nasdaq Stockholm during the last twelve month period, the Company is obliged to prepare a prospectus. A portion of the shares in the Directed Share Issue will therefore be registered with the Swedish Companies Registration Office and Euroclear Sweden AB in connection with publication of the prospectus, which is estimated to occur during week 22.

Martin Åmark, CEO of Xbrane. says “We are happy to announce the Directed Share Issue that brings new shareholders to Xbrane, such as, TIN Fonder and Swedbank Robur Ny Teknik, and we are grateful for the support from existing shareholders, such as, STADA, Swedbank Robur Medica and Serendipity Group. The interest for Xbrane is due to the rapid progress towards a launch of our leading biosimilar candidate Xlucane together with our carefully selected partners STADA and Bausch + Lomb. The capital from this share issue enables us to, apart from completing the phase III study with Xlucane and apply for marketing authorization, accelerate the development of our portfolio of biosimilar candidates“.

Advisers
Vator Securities AB was Global Coordinator and Sole Bookrunner to the Company and Baker McKenzie is legal adviser to the Company in connection with the Directed Share Issue.