Alligator announces final outcome of rights issue

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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Alligator Bioscience AB (publ) (“Alligator” or the “Company”) announces that the Company’s rights issue of units (the “Rights Issue”), in which the subscription period ended on 12 May 2023, has been completed. The final count in the Rights Issue, which also considers withdrawals of subscriptions which have been made following the publication of the supplementary prospectus that Alligator announced on 12 May 2023, shows that 331,303,364 units, corresponding to approximately 75.1 per cent of the Rights Issue, have been subscribed for by the exercise of unit rights (including subscription undertakings). Furthermore, 3,503,545 units were subscribed for without unit rights, corresponding to approximately 0.8 per cent of the Rights Issue. Additionally, the guarantors have been allocated 68,184,032 units, corresponding to approximately 15.5 per cent of the Rights Issue, whereby the Rights Issue is subscribed to a total of approximately 91.3 per cent. Through the Rights Issue, Alligator receives approximately SEK 181 million before deduction of issue costs.

Outcome
The Rights Issue comprised a maximum of 441,169,756 units. Each unit consists of one (1) ordinary share and one (1) warrant of series TO 6. Eight (8) warrants of series TO 6 entitles the holder to subscribe for one (1) new ordinary share in the Company at an exercise price corresponding to 70 percent of the volume-weighted average price of the Company’s share on Nasdaq Stockholm during a period of ten (10) trading days preceding 15 August 2023, however not less than SEK 0.40. The exercise period will run between 17 August – 31 August 2023.

The final count in the Rights Issue, which also considers withdrawals of subscriptions which have been made during the withdrawal period that following the publication of the supplementary prospectus that Alligator announced on 12 May 2023 run until 16 May 2023, shows that 331,303,364 units, corresponding to approximately 75.1 per cent of the Rights issue, have been subscribed for by exercise of unit rights and that 3,503,545 units, corresponding to approximately 0.8 per cent of the Rights Issue, have been subscribed for without the exercise of unit rights. Thus, 334,806,909 units, corresponding to approximately 75.9 per cent of the Rights Issue, have been subscribed for with and without the exercise of unit rights. Therefore, the issue guarantors are allocated 68,184,032 units corresponding to approximately 15.5 per cent of the Rights Issue, whereby the Rights Issue is subscribed to a total of approximately 91.3 per cent and Alligator is therefore provided with approximately SEK 181 million before issue costs.

Notification regarding allocation
Allocation of units 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 units subscribed for without the exercise of unit rights will be made by post of a settlement note to each subscriber. Allocated units subscribed for without the exercise of unit rights shall be paid for in accordance with the instructions in the settlement note.

Trading in BTU
Trading in BTU (Sw. betald tecknad unit) 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 21, 2023. BTUs will then be converted to ordinary shares and warrants series TO 6.

Guarantee Commitments
In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments. As previously communicated in connection with the Rights Issue, the guarantors had, in accordance with the guarantee commitments entered into, the opportunity to choose to receive guarantee commission either in the form of cash compensation or in the form of newly issued ordinary shares in the Company. No guarantors have chosen to receive the guarantee commission in the form of newly issued ordinary shares.

Number of shares and share capital
The Extraordinary General Meeting on 24 April 2023 resolved to reduce the share capital with in the aggregate SEK 74,435,668.608 from SEK 88,613,891.20 to SEK 14,178,222.592. This reduction means that the quota value per share is reduced from SEK 0.40 to SEK 0.064. As a result of the Rights Issue, the share capital will increase by SEK 25,791,420.224 to SEK 39,969,642.816 through the issuance of 402,990,941 new ordinary shares, resulting in that the total number of shares outstanding in the Company will increase from 221,534,728 to 624,525,669, whereof 623,575,819 are ordinary shares and 949,850 are series C shares. The Rights Issue results in a dilution of the ordinary shares of approximately 64.6 per cent and following the Rights Issue, the total number of votes in the Company amounts to 623,670,804.

Upon full utilization of all the 402,990,941 warrants TO 6 issued in the Rights Issue, the share capital will increase additionally by a maximum of SEK 3,223,927.488 to SEK 43,193,570.304 through the issuance of a maximum of 50,373,867 new ordinary shares, resulting in that the total number of shares in the Company will increase further from 624,525,669 to 674,899,536, whereof 673,949,686 are ordinary shares and 949,850 series C shares. Upon full utilization of all warrants TO 6, the additional dilution of the ordinary shares amounts to approximately 7.5 per cent. The total number of votes in the Company will following full utilization of all warrants TO6 amount to 674,044,671.

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 in connection with the Rights Issue. Aktieinvest FK AB acts as the issuing agent in connection with the Rights Issue.

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Updated 2023-05-24