ADDvise increases outstanding bond13 Jun, 2018
On the 13th of June 2018, the Board of Directors of ADDvise Group AB (publ) (the “Company”) resolved to extend the company’s existing bond of MSEK 240 with MSEK 20 (the “Offering”).
Background and reasons
ADDvise Group AB is a leading provider of equipment for healthcare and research units. The Group consists of approximately 10 subsidiaries organized into two business areas, Lab and Healthcare. Sales are done globally. ADDvise has a clear acquisition strategy with the aim at raising shareholder value and expand the business – both geographically and product wise.
The purpose of the Offering is to enable further value-building acquisitions.
The offer in brief
- The bond will be repaid in October 2022.
- The bonds run at a fixed annual nominal interest rate of 7.25 percent. Interest payments are made quarterly in arrears.
- Equity shares of the subsidiaries Hettich Labinstrument AB and Surgical Tables Inc is used as collateral
- A maximum of 2 000 bond will be issued at a nominal amount of SEK 10 000 per bond. The maximum limit of the entire bond is 24 000 bonds, whereof 12 000 bonds, the equivalent of MSEK 120, have already been issued during October 2017.
- The company may also issue additional bonds in excess of MSEK 20 in the event of an oversubscription of the Offering, though at most an additional MSEK 3,9 with a total of MSEK 23,9.
- The bonds are issued at a nominal amount of SEK 10,000 per bond. Minimum subscription is SEK 10 000 and multiples of SEK 10,000 thereafter.
- The subscription period of the offer will run from June 15, 2018 to July 6, 2018.
- The bonds are freely transferable and will after issuing be listed on the corporate bond list at Nasdaq Stockholm. The ISIN-code of the bonds is SE0010298166. Estimated first day of trading is July 23th, 2018.
Terms of offer
On September 15, 2017, the Board of Directors of ADDvise Group resolved to issue a bond of MSEK 100 with October 10, 2017 as the date of issue. As the initial offer was oversubscribed, ADDvise’s board of directors decided to use its right to issue and distribute bonds of a total value of MSEK 120. At the board meeting June 13th, 2018, the board of directors resolved to increase the bond with MSEK 20. ADDvise will issue at most 2 000 bonds at a nominal amount of SEK 10,000 per bond. The company may also issue additional bonds in excess of MSEK 20 in the event of an oversubscription of the Offering, though at most an additional MSEK 3,9 with a total of MSEK 23,9.
The bonds issued under the offer are issued at a nominal value of SEK 10,000 per bond. Minimum subscription under the bond is one (1) bond and thereafter in multiples of SEK 10,000 (corresponding to one (1) bond). The nominal amount of the bonds, the interest rate, subscription price and subscriptions in the offer have been determined by ADDvise’s board of directors.
The bonds have a maturity of approximately fifty two (52) months and the bond will be paid in October 2022.
The subscription period of the offer will run from June 15, 2018 to July 6, 2018. The Board of Directors of ADDvise Group is entitled to extend the subscription period. However, the Board of Directors is entitled to close the issue in advance, even if the issue is not fully subscribed. Notification of subscription shall be received by Mangold Fondkommission no later than 15:00 on July 6, 2018.
- Subscription period: July 15, 2018 – July 6, 2018.
- Publication of outcome of the offer: July 10, 2018
- Estimated settlement date: July 12, 2018
- Bonds are issued and delivered: July 16, 2018
- Estimated first day of trading on Nasdaq Stockholm: July 23, 2018
The board of Directors of the Company is entitled to extend the subscription period. However, the Board of Directors is entitled to close the issue in advance, even if the issue is not fully subscribed.
Financial and legal advisors
Mangold Fondkommission is the financial advisor and Baker McKenzie is the legal advisor to ADDvise Group.
For further information, please contact:
Rikard Akhtarzand, CEO
+46 765-25 90 71
This information is by ADDvise required to disclose under the EU Market Abuse Regulation. The information was submitted for publication on June 13, 2018 at 08:45 CET.
About ADDvise Group
ADDvise Group AB (publ) is a leading supplier of equipment to healthcare and research facilities. The group consists of approximately 10 subsidiaries organized into two business areas, Lab and Healthcare. Sales are global. The Group has a clear acquisition strategy with the aim of raising shareholder value and expand the business – both geographically and product wise. ADDvise shares are listed on Nasdaq First North and Mangold Fondkommission AB, 08-503 015 50, is the Company's Certified Adviser. Additional information is available at www.addvisegroup.com.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in ADDvise in any jurisdiction, neither from ADDvise nor from someone else.
Any investment decision in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s bonds. Such information has not been independently verified by Mangold Fondkommision AB. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and has not been approved by any regulatory authority in any jurisdiction. ADDvise has not authorized and no prospectus has been or will be prepared in connection with the Offering. In any EEA Member State, except for Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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 contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the ADDvise bonds have been subject to a product approval process, which has determined that such bonds are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the ADDvise bonds may decline and investors could lose all or part of their investment; the ADDvise bonds offer no guaranteed income and no capital protection; and an investment in the ADDvise bonds is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the ADDvise bonds.
Each distributor is responsible for undertaking its own target market assessment in respect of the ADDvise bonds and determining appropriate distribution channels.