On December 1, 2021 Alligator Bioscience AB (publ) ("Alligator" or the "Company") reported that the Company’s rights issue of shares (the "Rights Issue"), in which the subscription period ended on 26 November 2021, has been completed (Press release, Alligator Bioscience, DEC 1, 2021, View Source [SID1234596329]). The final count in the Rights Issue shows that 118,371,431 shares, corresponding to approximately 92.1 per cent of the Rights Issue, have been subscribed for by the exercise of subscription rights (including subscription undertakings). Furthermore, 37,602,276 shares were subscribed for without subscription rights, corresponding to approximately 29.3 per cent of the Rights Issue. The final outcome shows that the Rights Issue has been oversubscribed. Through the Rights Issue, Alligator receives approximately SEK 257 million before deduction of transaction costs.
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Outcome
The Rights Issue comprised a maximum of 128,499,507 ordinary shares, of which 118,371,431 shares, corresponding to approximately 92.1 per cent of the Rights issue, has been subscribed for by exercise of subscription rights. 37,602,276 shares, corresponding to approximately 29.3 per cent of the Rights Issue, has been subscribed for without the exercise of subscription rights. Thus, 155,973,707 shares, corresponding to approximately 121.4 per cent of the Rights Issue, has been subscribed for with and without the exercise of subscription rights. The Rights Issue is thus oversubscribed and no guarantee commitments have been utilized.
Notification regarding allocation
Allocation of shares has been made in accordance with the allocation principles described in the prospectus that was published in connection with the Rights Issue (the "Prospectus"). A notification regarding allocation of shares subscribed for without the exercise of subscription rights will be made by post of a settlement note to each subscriber. Allocated shares subscribed for without the exercise of subscription rights shall be paid for in accordance with the instructions in the settlement note.
Trading in BTA
Trading in BTA (Sw. betald tecknad aktie) is currently taking place at Nasdaq Stockholm and will cease when the Rights Issue has been registered by the Swedish Companies Registration Office, which is expected to take place around week 50, 2021. BTA:s will then be converted to ordinary shares.
Number of shares and share capital
The Rights Issue provides Alligator with proceeds amounting to approximately SEK 257 million before transaction costs. As a result of the Rights Issue, Alligator’s share capital will increase by SEK 51,399,802.80 to a total of SEK 85,666,338 and the total number of shares will increase by 128,499,507 shares to a total of 214,165,845 shares, all ordinary shares.
Guarantee Commitments
In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments. For the guarantee commitments, a commission is paid, either in cash or in the form of newly issued shares in the Company. The subscription price for any shares issued to guarantors has been set to SEK 2.10, corresponding to 90 per cent of the volume-weighted average share price (VWAP) for the Company’s share on Nasdaq Stockholm during the subscription period in the Rights Issue (i.e. during the period 12 – 26 November 2021. In case all guarantors would choose to receive guarantee commission in shares, a total of a maximum of 10,660,763 new shares would be issued as guarantee commission.
Supplementary prospectus
With reference to a formatting error through which information about an individual guarantor (Nyenburgh Holding BV), as well as subtotals for subscription undertakings was mistakenly excluded from the Prospectus’ summary of guarantee commitments and subscription undertakings, the Company will prepare and publish a supplementary prospectus. The supplementary prospectus will be made available on the Company’s website.
Advisers
DNB Markets, a part of DNB Bank ASA, Sweden Branch and Redeye AB act as Joint Global Coordinators in connection with the Rights Issue. Setterwalls Advokatbyrå AB acts as legal adviser to Alligator and Baker & McKenzie Advokatbyrå KB acts as legal adviser to the Joint Global Coordinators in connection with the Rights Issue. Aktieinvest FK AB acts as the issuing agent in the Rights Issue.