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

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 Due to regulatory requirements, the prospectus contains previously unpublished financial information as of August 31, 2020, attributable to the Company’s equity and liabilities and net indebtedness as well as consolidated pro forma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.

About PledPharma

PledPharma is an innovative, unique and integrated pharmaceutical drug development company, focusing on improving treatments for diseases with substantial unmet medical need. The drug candidate Aladote® is a first in class drug candidate developed to reduce the risk of acute liver injury associated with paracetamol poisoning. A proof of principle study has been successfully completed and the design of the upcoming pivotal Phase IIb/III study for Aladote has been finalized after completed interactions with FDA, EMA and MHRA. Aladote® has been granted Orphan Drug Designation in the US. The Phase III POLAR program for the drug candidate PledOx® was prematurely stopped in Q2 2020. Results from POLAR program will determine if further development of PledOx is warranted via strategic partnerships and is expected to be announced in Q4 2020. Through the acquisition of Rare Thyroid Therapeutics (RTT), the clinical portfolio also includes Emcitate®, for the treatment of MCT8 deficiency, a rare disease with high unmet medical need and no available treatment. A pivotal Phase IIb/III early intervention study is planned to start in Q4 2020. Emcitate has been granted Orphan Drug Designation in the US and EU.

PledPharma (STO: PLED) is listed on the Nasdaq Stockholm main market since October 31, 2019. For more information, see http://www.pledpharma.com/

Important Information

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 PledPharma in any jurisdiction, neither from PledPharma nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release 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 press release 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 Zealand, Switzerland, 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 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release will be prepared and published by the Company. The prospectus will be reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) being the national competent authority and be published and available on the Company’s website thereafter.

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.

Forward-looking statements

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, unless it is not required by law or Nasdaq Stockholm rule book for issuers.

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 shares in PledPharma have been subject to a product approval process, which has determined that such shares 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 shares in PledPharma may decline and investors could lose all or part of their investment; the shares in PledPharma offer no guaranteed income and no capital protection; and an investment in the shares in PledPharma 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 Rights Issue.

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 shares in PledPharma.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in PledPharma and determining appropriate distribution channels.