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PledPharma publishes prospectus and updated financial information in connection with fully guaranteed rights issue and the admission to trading of shares

November 5, 2020

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WHOLLY OR PARTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES INCLUDING THE DISTRICT OF COLUMBIA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SWITZERLAND, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.

The Board of Directors of PledPharma AB (publ) (“PledPharma” or “the Company”) resolved on October 5, 2020, which was approved by the Extra General Meeting on October 28, 2020, to carry out a fully guaranteed new issue of shares with preferential rights for the Company's existing shareholders of approximately SEK 200 million (the “Rights Issue”). Further, the Board of Directors resolved, which was approved on the same Extra General Meeting, on a non-cash issue of 63,773,345 shares in connection with the acquisition of Rare Thyroid Therapeutics International AB (the “Non-cash Issue” and “Rare Thyroid Therapeutics” respectively). The number of shares admitted to trading as a result of the Non-cash Issue exceeds 20 percent of the total number of shares in the Company. Due to the Rights Issue and the admission to trading of shares in connection with Non-cash Issue, PledPharma has prepared a prospectus that today has been approved by the Swedish Financial Supervisory Authority and published on the Company's website www.pledpharma.se. Due to regulatory requirements, the prospectus contains previously unpublished financial information as of August 31, 2020, attributable to the Company’s equity and liabilities and net indebtedness as well as consolidated pro forma accounts in regard to the acquisition of Rare Thyroid Therapeutics.
 
Publication of prospectus
The prospectus has been prepared due to the Rights Issue and the admission to trading of shares in connection with the Non-cash Issue and has today been approved by the Swedish Financial Supervisory Authority (“SFSA”). The prospectus is available on the Company’s website (www.pledpharma.se), ABG Sundal Collier’s website in the section ”Ongoing transactions” (www.abgsc.com) and on Pareto Securities’ website (www.paretosec.com). The prospectus will also be available on SFSA’s website, https://fi.se/sv/vara-register/prospektregistret/), within a few days. Investors are referred to the prospectus for complete information regarding the Rights Issue.

Subscription forms for subscription without preferential rights can be obtained from Aktieinvest by telephone +46 8 5065 1795 or via email [email protected] as from the first day of the subscription period (9 November 2020). Subscription for new shares without preferential rights can also be made with Swedish BankID or Nordic eID via www.aktieinvest.se/pledpharma2020.

The prospectus has been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The prospectus has been approved by the SFSA in accordance with the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the prospectus are correct or complete. Each investor should make his or her own assessment of whether it is appropriate to subscribe for shares in the Rights Issue.
 
 
Time table for the Rights Issue

Subscription period 9 November – 23 November 2020
Trading in subscription rights 9 November – 19 November 2020
Trading in BTA 9 November – around 2 December 2020
Announcement of final outcome in the Rights Issue Around 26 November 2020
Trading in new shares commences Around week 50
Delivery of new shares Around week 50

 
Updated financial information and pro forma accounts in the prospectus
The prospectus contains previously unpublished financial information attributable to PledPharma’s equity and liabilities and net indebtedness and assets as of August 31, 2020. The financial information is presented in the light of regulatory requirements regarding disclosure in prospectuses, entailing that financial information regarding the capital structure shall not be older than 90 days when the prospectus is published.The tables presented below, which only includes interest-bearing liabilites, reproduces this information. The tables of equity and liabilities as well as net indebtedness can be found on page 102-103 of the prospectus. The information has not been audited or reviewed by the Company’s auditor.
Equity and interest-bearing liabilities

KSEK 31 August 2020 Adjustments Adjusted for the acquisition of RTT and the Rights Issue
Short-term interest-bearing liabilities      
Guaranteed
Secured
Unsecured 100 100
Total short-term interest-bearing liabilities 100 100
       
Long-term interest-bearing liabilities         
Guaranteed             
Secured                  
Unsecured debt       
Total long-term interest-bearing liabilities
Total interest-bearing liabilities 100 100
       
Equity      
Share capital            2 818 5 369 8 187
Other capital contribution 705 496 516 212 1 221 708
Balanced results (including the current year’s results) -557 402 -15 862 -573 263
Total equity 150 913 505 719 656 632
Total equity and interest-bearing liabilities 151 013 505 719 656 632

 Net indebtness

KSEK 31 August 2020 Adjustments Adjusted for the acquisition of RTT and the Rights Issue
(A) Cash and cash equivalents 164 723 118 835 283 558
(B) Liquid funds
(C) Liquid securities
(D) Total liquidity (A)+(B)+(C) 164 723 118 835 283 558
         
(E) Short-term interest-bearing receivables
(F) Current liabilities to credit institutions
(G) Short-term portion of long-term liabilities
(H) Other current interest-bearing liabilites 100 100 100
(I) Short-term interest-bearing debt (F)+(G)+(H) 100 100 100
(J) Net short-term interest-bearing debt (I)-(E)-(D) -164 623 -118 735 -283 458
         
(K) Long-term liabilities to credit institutions
(L) Issued bonds
(M) Other long-term interest-bearing liabilities
(N) Long-term interest-bearing debt (K)+(L)+(M)
(O) Net indebtness (J)+(N) -164 623 -118 735 -283 458

The prospectus also contains consolidated pro forma financial information for PledPharma, which has been prepared due to the acquisition of Rare Thyroid Therapeutics, with a consolidated income statement regarding the period January 1, 2020 to June 30, 2020 and a consolidated balance sheet as of June 30, 2020. The pro forma financial information can be found on pages 94-98 in the prospectus.

Financial and legal advisors
ABG Sundal Collier and Pareto Securities act as Joint Bookrunners for the Rights Issue. Advokatfirman Lindahl is the legal advisor to PledPharma and Baker McKenzie is the legal advisor to the Joint Bookrunners.

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