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29 March 2019

Vator Securities advises Xbrane Biopharma on SEK 59 million Rights Issue

The final outcome for Xbrane Biopharma AB (“Xbrane” or the “Company”) fully guaranteed rights issue, for which the subscription period ended on 25 March 2019 (the “Rights Issue”), shows that 1,786,570 shares, corresponding to approximately 90 percent of the shares offered, were subscribed for by exercise of subscription rights. Additionally, applications for subscription without subscription rights of 1,513,909 shares have been received, out of these applications for subscription 191,317 shares have been allotted. Accordingly, the Rights Issue is oversubscribed by approximately 66 percent and no guarantee undertakings have been utilized. The Company receives approximately SEK 59 million before deduction for issue costs from the Rights Issue.

About the rights issue

Those registered by Euroclear Sweden AB as a shareholder in Xbrane on the record date on 7 March 2019 had preferential rights to subscribe for shares in the Rights Issue. For each share held in Xbrane, five (5) subscription rights were received. 16 subscription rights entitled to subscribe for one (1) new share at the subscription price of SEK 30. In addition, it was offered the opportunity to subscribe for shares without subscription rights.

In connection to the Rights Issue, the Company and Serendipity Group have entered into an addendum agreement to the loan agreement entered into on 22 December 2017 regarding a credit facility of MSEK 45. In accordance with the addendum agreement, the repayment of the loan has been prolonged to 30 June 2020. Moreover, Serendipity Group has set-off its subscription in the Rights Issue (with and without preferential rights) against the equivalent amount of the loan, i.e., approximately MSEK 8.1.

Final outcome

The Rights Issue comprised a maximum of 1,977,887 shares, of which 1,786,570 shares, corresponding to approximately 90 percent, have been subscribed with subscription rights. In total, 1,513,909 shares, corresponding to approximately 76 percent, have been subscribed without subscription rights, which means that the Rights Issue is oversubscribed with approximately 66 percent. The board of directors has therefore, in accordance with the allotment principles, allotted all shares offered in the Rights Issue. No guarantee undertakings have been utilized in the Rights Issue.

Notice of allotment

Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the principles set out in the prospectus. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 29 March 2019. Subscribed and allotted shares shall be paid in cash no later than the settlement date, 2 April 2019, in accordance with the instructions on the settlement note. Trustee-registered shareholders receive notification of allocation in accordance with the respective manager’s procedures. Only those allotted will be notified.

Number of shares and share capital

Through the Rights Issue, Xbrane’s share capital will increase by SEK 443,415 to approximately SEK 1,862,342 and the total number of shares will increase by 1,977,887 shares to 8,307,126 shares, when the Rights Issue has been registered with the Swedish Companies Registration Office.

As soon as the increase in share capital has been registered with the Swedish Companies Registration Office, paid subscribed shares (BTA) will be converted into new shares. The new shares subscribed with and without subscription rights are expected to be traded on Nasdaq First North around 15 April 2019.

Vator Securities is financial adviser and Baker McKenzie is legal adviser to the Company in connection with the Rights Issue.

Read press release here