Alligator Bioscience publishes prospectus in connection with forthcoming rights issue

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.

The Board of Directors of Alligator Bioscience AB (publ) (“Alligator” or the “Company”) has prepared a prospectus (the “Prospectus”) relating to the rights issue of units of approximately SEK 199 million (the “Rights Issue”), which was resolved by the Board of Directors on March 22, 2023, and approved by the Extraordinary General Meeting held on April 24, 2023. The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.

Summary of the Rights Issue

The Rights Issue comprises a maximum of 441,169,756 units where each unit consists of one (1) ordinary share and one (1) warrant of series TO 6 free of charge.
One (1) existing share in the Company on the record date entitles to two (2) unit rights. One (1) unit right entitles to subscription of one (1) unit.
Eight (8) warrants of series TO 6 will entitle the holder to subscribe for one (1) new ordinary share in the Company.
The subscription price is SEK 0.45 per unit, corresponding to SEK 0.45 per new share, which, assuming that the Rights Issue is fully subscribed, results in the Company receiving gross issue proceeds of approximately SEK 199 million.
Major shareholders have expressed their support for the Rights Issue through subscription undertakings amounting to approximately SEK 68 million, corresponding to approximately 34 percent of the Rights Issue. Furthermore, the Company has entered into agreements on guarantee commitments of approximately SEK 113 million, corresponding to approximately 57 percent of the Rights Issue. The Rights Issue is thus, through subscription undertakings and guarantee commitments, secured up to approximately 91 percent. The guarantee commitments consist in part of a so-called top guarantee provided by, amongst others, Hans-Peter Ostler, Vice Chairman of the Board of Alligator as well as the Company’s largest shareholder, Koncentra Holding AB, and in part of a so-called bottom guarantee.

For complete information on the Rights Issue, please see the published Prospectus.

The Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on April 26, 2023, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company’s, Aktieinvest FK AB’s and Redeye AB’s respective websites (www.alligatorbioscience.com, www.aktieinvest.se and www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se). Subscription forms will be available on the Company’s, Aktieinvest FK AB’s, and Redeye AB’s respective websites.

Timetable for the Rights Issue

April 26, 2023	Publication of The Prospectus
April 26, 2023	Record date
April 28, 2023 – May 9, 2023	Trading in unit rights
April 28, 2023 – May 12, 2023	Subscription period
April 28, 2023 – Until the Rights Issue is registered at the Swedish Companies Registration Office	Trading in paid subscribed units (Sw. “BTU”)
May 17, 2023	Estimated publication of outcome in the Rights Issue

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.

IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Alligator. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Alligator. A prospectus will be prepared in connection with the Rights Issue and be reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden with regard to the Prospectus Regulation. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, 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 such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Alligator have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

DNB Markets, a part of DNB Bank ASA, Sweden branch and Redeye AB are acting for Alligator in connection with the transaction and no one else and will not be responsible to anyone other than Alligator for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

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