Bure Equity AB (publ) has divested 1,500,000 shares in MedCap AB and thereafter holds 9.84 per cent of the capital and the votes.
MedCap AB is listed on Nasdaq Stockholm. Bure’s holding of shares in MedCap consists of 1,456,017 shares which is equivalent to 9.84 per cent of the total number of shares and votes in the company.
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published in connection with the announcement of the Offer. Shareholders in the United States should also refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
On 22 December 2020 at 08:30 CET, Bure Equity AB (publ) (“Bure”) announced a public cash offer to the shareholders of Allgon AB (publ) (“Allgon”) to tender all their shares in Allgon to Bure (the “Offer”). The shareholders in Allgon are offered SEK 13.50 in cash per each share of series B[1] in Allgon (the “Offer Price”).[2] The shares of series B in Allgon are listed on Nasdaq First North Growth Market.
Today, Bure has published the offer document relating to the Offer. The offer document and the acceptance form are made available at Bure’s website www.bure.se/en/public-offer/ and at website of Avanza Bank AB (publ) (”Avanza Bank”) www.avanza.se/borsintroduktioner-emissioner. The offer document will only be available in Swedish.
The offer document and acceptance forms will be provided free of charge upon request. Such request may be made to Bure’s receiving agent, Avanza Bank, per email corpemissioner@avanza.se or per telephone +46 8 4094 2185.
The acceptance period of the Offer commences on 12 January 2021 and expires on 2 February 2021. Settlement is expected to commence on 11 February 2021, subject to the conditions for completion of the Offer having been fulfilled or Bure otherwise deciding to complete the Offer.
Bure reserves the right to extend the acceptance period as well as to postpone the date of settlement. Bure will announce any such extension of the acceptance period and/or postponement of the settlement by a press release in accordance with applicable laws and regulations.
Information about the Offer is made available at www.bure.se/en/public-offer/.
For additional information, please contact:
Henrik Blomquist, CEO
Tel: +46 708 24 44 74
Email: henrik.blomquist@bure.se
This information is such information that Bure Equity AB is obliged to publish in accordance with Takeover rules. The information was submitted for publication by the contact person stated above on 11 January 2021 at 08:30 CET.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Bure. Any such forward-looking statements speak only as of the date on which they are made and Bure has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Castlegreen Partners LLP is not responsible to anyone other than Bure for advice in connection with the Offer.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Allgon, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Allgon domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Allgon’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Allgon to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Allgon’s other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Allgon’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Allgon and Bure are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Allgon’s shareholders may not be able to sue Allgon or Bure or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Allgon or Bure and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Bure and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Bure or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Allgon outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Bure may also engage in ordinary course trading activities in securities of Allgon, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Bure nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
[1] Shares of series B is the only outstanding share class in Allgon.
[2] Should Allgon distribute dividends or make any other distributions to its shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be adjusted accordingly.
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published in connection with the announcement of the Offer. Shareholders in the United States should also refer to the section titled “Special notice to shareholders in the United States” at the end of this announcement.
Bure Equity AB (publ) (“Bure”) today announces a public cash offer to the shareholders of Allgon AB (publ) (“Allgon”) to tender all their shares in Allgon to Bure at a price of SEK 13.50 in cash per share (the “Offer”). The shares of series B[1] in Allgon are listed on Nasdaq First North Growth Market (“First North”).
Summary
“We have been following Allgon for several years and have previously had discussions with the company and its main shareholders. We believe Allgon fits well into Bure’s portfolio as a product-owning quality company with an exciting technology and an established position in the global market. In our view, Bure can, as a new, strong and long-term owner, further develop and accelerate the company’s strategic agenda. The Offer provides Allgon’s shareholders with an opportunity to realise value from their investments at a significant premium compared to recently traded prices of the share as well as the previous offer. With the lower acceptance level condition of more than 50% of the total number of shares in Allgon, we open up to the possibility that Allgon remains listed with Bure as the main shareholder.”
Background and reasons for the Offer
Bure is an investment company listed on Nasdaq Stockholm since 1993. Bure has extensive experience of being the main shareholder of listed as well as unlisted companies, and currently owns eleven portfolio companies, of which seven are listed.
Bure is an active owner who, in collaboration with its portfolio companies, works to identify, develop, and realise the potential in each company. The investments are made with a long-term perspective, deep commitment, considerable know-how, wealth of ideas, and an active participation in order to create sustainable value as well as successful companies. Bure is of the view that Allgon, as a product-owning quality company with an exciting technology and an established position in the global market, fits well into the company’s portfolio and otherwise meets Bure’s investment criteria. Therefore, Bure has during the autumn evaluated the possibility of becoming the main shareholder in Allgon in a listed environment on First North.
With reference to Latour Industries’ Offer of 100% of the shares in Allgon, Bure has decided to announce a competing offer. The Offer is conditional on Bure becoming the owner of shares representing more than 50% of the total number of shares in Allgon and opens up to the possibility that Allgon remains listed on First North with Bure as the main shareholder.
Bure fully supports Allgon’s global strategy with focus on development of new technology and the aim of becoming the market leader in industrial radio remote control. Hence, Bure does not currently have any intentions to implement major changes, and no decisions have been made, with regard to Allgon’s strategic plans, future operations, employment, operational sites, Allgon’s management and employees or their terms of employment.
The Offer
Bure offers SEK 13.50 in cash per each share of series B in Allgon. Should Allgon distribute dividends or make any other distributions to its shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be adjusted accordingly.
No commission will be charged in respect of the settlement of the shares tendered to Bure under the Offer.
The Offer represents a premium of approximately:
The total value of the Offer, based on 56,222,597 outstanding shares in Allgon, amounts to approximately SEK 759 million.
Conditions for completion of the Offer
Completion of the Offer is conditional on:
Bure reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. With regard to conditions ii. – vi., however, such withdrawal will only be made if the non-satisfaction is of material importance to Bure’s acquisition of the shares in Allgon.
Bure reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition i. above, to complete the Offer at a lower level of acceptance.
Financing of the Offer
The Offer is not subject to any financing condition. The Offer is fully financed by Bure’s available cash on hand.
Bure’s shareholding in Allgon
As of 22 December 2020, Bure holds 6,310,924 shares in Allgon, corresponding to approximately 11.2% of the total number of shares in Allgon. The shares were acquired during the period 14–21 December 2020. The highest price that Bure has paid in connection with these acquisitions is lower than the Offer Price. In addition to the abovementioned acquisitions, Bure has not acquired or agreed to acquire any shares in Allgon or any financial instruments which give financial exposure to the Allgon share during the six months preceding the announcement of the Offer.
Bure may acquire, or enter into agreements to acquire, shares in Allgon (or other securities that can be converted into or used for acquisition of shares) outside the Offer. Any such acquisitions or agreements thereon will be in accordance with Swedish law and the Takeover rules for certain trading platforms (the “Takeover rules”) issued by the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning), and will be disclosed in accordance with applicable rules.
Brief description of Bure
Bure Equity AB (publ) (reg. no. 556454-8781) with its registered office in Stockholm, is an investment company listed on Nasdaq Stockholm since 1993. By actively developing a diversified portfolio of professionally managed companies and businesses, Bure seeks to create value and returns for its shareholders. As of 22 December 2020, Bure’s investments consist of eleven portfolio companies – many of which are technology-based with a strong focus on international markets.
Further information about Bure is available at the website www.bure.se/en.
Brief description of Allgon
Allgon is a global leader in the industrial radio remote control market. The Company has a solid history of developing, manufacturing and supplying critical solutions within the industrial radio control to its customers around the world. Allgon has approximately 350 employees in 19 countries with headquarters in Stockholm, Sweden.
Preliminary timetable
Estimated date for announcement of the offer document: on or about 8 January 2021
Estimated acceptance period: 11 January 2021 – 1 February 2021
Estimated settlement date: on or about 10 February 2021
Bure reserves the right to extend the acceptance period as well as to postpone the date of settlement. Bure will announce any such extension of the acceptance period and/or postponement of the settlement by a press release in accordance with applicable laws and regulations.
Compulsory redemption and delisting
If Bure becomes the owner of more than 90% of the shares in Allgon, Bure intends to initiate compulsory redemption proceedings in respect of the remaining shares in Allgon under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection therewith, Bure will act in furtherance of a delisting of the Allgon shares from First North.
Applicable law and disputes
The Offer as well as the agreements entered into between Bure and Allgon’s shareholders as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.
The Takeover Rules and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings and statements on the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council’s rulings and statements on the interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer.
Advisors
Bure has retained Mannheimer Swartling Advokatbyrå as legal advisor and Castlegreen Partners LLP as financial advisor in connection with the Offer.
Information about the Offer
Information about the Offer is made available at: www.bure.se/en/public-offer/.
For additional information, please contact:
Henrik Blomquist, CEO
Tel: +46 708 24 44 74
Email: henrik.blomquist@bure.se
This information is such information that Bure Equity AB is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted for publication by the contact person stated above on 22 December 2020 at 08:30 CET.
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Bure. Any such forward-looking statements speak only as of the date on which they are made and Bure has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Castlegreen Partners LLP is not responsible to anyone other than Bure for advice in connection with the Offer.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of Allgon, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Holders of the shares of Allgon domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Allgon’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Allgon to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Allgon’s other shareholders.
The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the Offer Price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for Allgon’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Allgon and Bure are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Allgon’s shareholders may not be able to sue Allgon or Bure or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Allgon or Bure and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Bure and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Bure or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Allgon outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Bure may also engage in ordinary course trading activities in securities of Allgon, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Bure nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
[1] Shares of series B is the only outstanding share class in Allgon.
[2] Should Allgon distribute dividends or make any other distributions to its shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer Price will be adjusted accordingly.
[3] Based on that the total number of shares in Allgon amounts to 56,222,597.
Third quarter 2020
Subsequent events
Comments from the CEO
During the third quarter, the majority of our portfolio companies registered robust increases in value despite the ongoing pandemic, continued restrictions, and reduced economic activity. The listed portfolio increased in value by approximately SEK 2,500M, or 22 per cent. This increase was also reflected in Bure’s net asset value per share, which registered an overall increase of 17.7 per cent during the quarter.
The stock market’s recovery from the heavy losses of February and March continued into the third quarter. The Six Return Index increased 12.9 per cent, and in September – perhaps surprisingly – returned to the same high levels seen prior to the outbreak of corona.
During the quarter, portfolio company Xvivo Perfusion acquired Dutch company Organ Assist. Similar to Xvivo, Organ Assist is present in the transplant segment, although is primarily focused on organs such as kidneys and the liver. Xvivo currently has products and solutions for heart and lung transplants, and with the acquisition, it will be the first company in the world that has products in all the major organ groups. This transaction was partly financed by Xvivo making a directed rights issue totalling SEK 500M in which Bure invested around SEK 32M.
At the time of writing, we are seeing a considerable and partly unforeseen increase in the number of people infected with corona. This increase has, amongst other things, resulted in new restrictions and lockdowns in many large European cities. Unfortunately, this means that it is too early to say that we are past the worst and that we are returning to a normalised market situation. It is reasonable to assume that corona will continue to have a negative impact going forward. However, our portfolio companies have so far shown great skill in managing the crisis and thereby adapting to prevailing market conditions.
Bure Equity AB (publ)
The Nominating Committee for the 2021 annual general meeting has been appointed. In accordance with a decision at the annual general meeting, the three largest shareholders or owner groups shall be given the opportunity to appoint a member to the Nominating Committee. The Board Chairman shall be a member of the Nominating Committee.
The following members have been appointed to Bure’s Nominating Committee:
Per Björkman, appointed by the Björkman family
Thomas Ehlin, appointed by Fjärde AP-fonden
Patrik Tigerschiöld, appointed by the Tigerschiöld family
The Chairman of the Board, Patrik Tigerschiöld, shall convene the first meeting of the Committee.
The Nominating Committee has been appointed according to the instructions from the Annual General Meeting in 2020. The members of the Nominating Committee together represent 36.7
per cent of the votes attached to all voting shares in the company.
The Annual General Meeting of Bure Equity AB will be held on 6 May 2021.
The tasks and responsibilities of the Nominating Committee are described on the website, www.bure.se
Shareholders who wish to recommend candidates for nomination can contact Bure’s Nominating Committee via e-mail: info@bure.se (“To the Nominating Committee”), or by mail to: Bure Equity AB, Att: Chairman of the Board, Nybrogatan 6, SE-114 34 Stockholm, no later than 31 January 2021.
Bure Equity AB (publ)
For more information contact:
Patrik Tigerschiöld, Chairman of the Board
Tel. +46 (0)8-614 00 20
Second quarter 2020
Subsequent events
Comments from the CEO
During the second quarter of the year, we faced a global health crisis in which the Covid-19 pandemic affected the world’s economy extremely negatively. Uncertainty related to the market effects of Covid-19 was close to its peak in March and April, which resulted in exceptionally large fluctuations between the two quarters. The fall in Bure’s net asset value in the first quarter -25.4 per cent – was as dramatic as its second quarter recovery, when it jumped 33.5 per cent, equivalent to approximately SEK 3.5 billion.
During the first six months of the year, growth in Bure’s net asset value per share was marginally negative at -0.4 per cent. In the same period, the Six Return Index fell 4.1 per cent. Several of Bure’s portfolio companies have so far experienced a limited corona effect, but uncertainty remains around the pandemic’s continued development. In those companies that have been impacted, however, we are encouraged to see a cautious recovery. In the most recent quarter, Bure invested around SEK 210 million in existing portfolio companies. In particular, we increased our holdings in Cavotec and Mentice. Following these transactions, Bure’s holdings in these companies stand at 36.2 per cent and 15.1 per cent, respectively.
In June, we conducted a new issue of Bure shares. My role as CEO is to continually attempt to develop Bure and to take advantage of business opportunities we see. Bure has a long history of successfully developing businesses and to ensure our existing management and investment structures have the capacity to expand their operations, we conducted a SEK 1 billion share issue. With the help of this capital injection, our ambition is to accelerate Bure’s growth and thereby create value for our shareholders. The share issue was in line with Bure’s calculated net asset value which is also extremely gratifying as this entails no value dilution for existing shareholders.
Bure Equity AB (publ)
As per 30 June 2020 the total number of shares in Bure Equity AB (publ) amounts to 74,146,921. The share capital amounts to SEK 575,715,722.36.
The increase follows the directed share issue of 5,175,000 shares on 15 June 2020 and registered by the Swedish Companies Registration Office on 18 June 2020.
The directed share issue resulted in a dilution of 7.0 per cent of the number of shares and votes in the company based upon on the number of shares issued in the directed share issue. The directed share issue increased the share capital by
SEK 40,197, 687.96 to SEK 575,715,722.32.
Bure Equity AB (publ)
Bure Equity AB (publ), (“Bure Equity” or the “Company”) has today, in accordance with the press releases published on 10 and 11 June 2020, by using the authorisation from the annual general meeting on 11 June 2020, resolved to carry out the directed share issue which will raise 1,000 MSEK in gross proceeds (the “Directed Share Issue”).
Through the Directed Share Issue, the Company’s share capital will increase by SEK 40,180,204 from SEK 535,518,034 to SEK 575,698,238 by new issue of 5,175,000 ordinary shares, resulting in the total number of shares increasing from 68,971,921 shares to 74,146,921 shares. The Directed Share Issue will result in a dilution of 7.0 per cent of the capital and 7.0 per cent of the votes for existing shareholders based on the total number of shares and votes in the Company after the Directed Share Issue. It is expected that investors in the Directed Share Issue will be delivered their shares around 22 June 2020.
Skandinaviska Enskilda Banken AB has been Sole Bookrunner in the Directed Share Issue and Kanter Advokatbyrå KB has been legal adviser to Bure.
The Tigerschiöld and Björkman families have confirmed their intentions to remain as long-term owners in Bure.
Important information
Publication, distribution or release 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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Bure Equity nor from anyone else.
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 the new shares. Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. 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 announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
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 published, distributed or released, directly or indirectly, in whole or in part, within or into the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South Africa, Switzerland or in any other jurisdiction where such publication, distribution or release of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 2017/1129 of the European parliament and of the council (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bure Equity has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This press release is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
This press release may contain forward-looking statements which reflect Bure Equity’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.
The Annual General Meeting (AGM) of Bure Equity AB (publ) on 11 June 2020 dealt with the following items of business, among others:
Election of Board members
The AGM decided that the number of Board members shall be 6 (6). As Bure’s Board of Directors, the AGM re-elected sitting Board members Carl Björkman, Carsten Browall, Bengt Engström, Charlotta Falvin, Sarah McPhee and Patrik Tigerschiöld. Patrik Tigerschiöld was re-elected as Board Chairman.
Election of auditor
The AGM elected the auditing firm of Öhrlings PricewaterhouseCoopers AB as the company’s auditor to serve for the period until the 2021 AGM. Magnus Svensson Henryson was appointed Auditor in Charge.
Resolution regarding dividends
The AGM resolved to approve a cash dividend of SEK 1.00 as ordinary dividend. The record date was set for 15 June 2020, which means that the dividends are expected to be disbursed on 18 June 2020.
Principles for remuneration and other terms of employment for senior executives
The AGM approved the Board’s proposed principles for remuneration and other terms of employment for senior executives.
Authorization of the Board to decide on the repurchase of shares
The AGM authorized the Board of Directors, until the date of the 2021 AGM, to repurchase shares in order to adapt the company’s capital structure to the company’s capital requirements from time to time and thereby contribute to greater shareholder value. Following the repurchase, the company may hold no more than 10 per cent of all shares in the company.
Shares may be acquired through trading on Nasdaq Stockholm (“the stock exchange”), or in accordance with a tender offer to all of the company’s shareholders. Shares may be acquired during the period from 11 June 2020 until the next AGM. However, no shares will be acquired during a period of 30 days prior to the publication of a quarterly report, including the date of publication. Acquisitions on the stock exchange may take place only at a price per share that falls within the registered price interval at any given time. Payment for the shares shall be made in cash. Shares may be acquired on one or several occasions.
Bure Equity AB currently holds no treasury shares. The total number of shares in issue by Bure Equity AB currently amounts to 68,971,921. The maximum number of shares that can be repurchased is thus 6,897,192.
Authorization of the Board to decide on a new share issue
The AGM authorized the Board of Directors, prior to the 2021 AGM, on one or more occasions, to decide on the issue of shares, with or without deviating from the shareholders' preferential rights. Shares may be issued against cash payment, offset, or transfer of contingent property or with other conditions referred to in chapter 13, paragraph five, section 6 of the Swedish Companies Act. Furthermore, the Board has the right to determine the terms of an issue. The issue price shall be determined by market conditions and the number of newly issued shares may not exceed ten per cent of the number of outstanding shares on the date of this notice.
The reason for deviating from the right of pre-emption and the right to decide on offsets, in kind or other conditions referred to in the Companies Act is that the Company should be able to issue shares in order to continuously adjust the Company's capital structure to match the Company's capital needs and thereby contribute to increased shareholder value.
Amendment of the Company’s Articles of Association
AGM decided to amend the Company’s Articles of Association. According to a proposed amendment to the Swedish Companies Act, the record date for a general meeting of listed companies applies six business days before the AGM. It is proposed that the amendment enters into force on September 3, 2020. The Board therefore decided to amend the corresponding provision in the Company’s Articles of Association. Furthermore, the AGM decided upon some editorial changes due to changes already made to the law. The new wording is shown below.
§ 1 Company name
The Company's corporate name is Bure Equity AB (publ.). The Company is publicly listed.
§ 9 (ii) Notification of, and the right to attend the AGM
Shareholders who wish to participate in discussions at the AGM must submit a notification to the Company no later than 12pm on the date stated in the notice of the AGM. This day must not fall on a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and not later than five working days before the AGM.
§ 11, Reconciliation company
The Company's shares must be registered in a reconciliation register in accordance with the Swedish Companies Act (1998: 1479) on central securities depositories and the accounting of financial instruments.
Exercise of repurchase authorization
At the statutory meeting following the AGM, the Board decided to exercise this authorization. This decision means that repurchases can be initiated during the year.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
Bure Equity AB (publ), (“Bure Equity” or the “Company”) (Nasdaq Stockholm: BURE) hereby announces that the Company has completed the bookbuilding procedure in the directed share issue which was communicated in a press release on 10 June 2020, and which will raise 1,000 MSEK in gross proceeds (the “Directed Share Issue”).
The subscription price in the Directed Share Issue has been determined to SEK 193 per share by way of an accelerated bookbuilding procedure. The subscription price corresponds to 100 per cent of estimated NAV per share based on closing prices per 10 June 2020. During the last 20 trading days per 10 June 2020, Bure’s share price has on average corresponded to 100 per cent of estimated NAV[1].
A number of Swedish institutional investors, including Ramsbury Invest, AP4, SEB-stiftelsen, Formica Capital and Lottie Tham and family, participate in the Directed Share Issue, which in total amount to 5,175,000 shares.
The background of the Directed Share Issue is that Bure sees good opportunities to expand its business through investments in both existing and new holdings, which is expected to benefit all shareholders. In addition, the Directed Share Issue will, in a timely and cost-effective manner, diversify and strengthen the shareholder base with well-established investors.
By establishing the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the board of directors that the subscription price accurately reflects current market conditions and demand.
Consummation of the Directed Share Issue is, among other things, subject to adoption of the proposed share issue authorisation by the annual general meeting today, on 11 June 2020, and a final resolution on the Directed Share Issue by the board of directors based on the authorisation.
“We are very pleased that such established and well-respected investors have chosen to participate in the directed share issue. My ambition is to continuously develop Bure’s business and portfolio companies and thereby create value for the shareholders. Further capital better enables Bure to invest in both the existing portfolio and in new companies”, comments Henrik Blomquist, CEO of Bure.
“The outcome of the directed share issue is a testimony of Bure’s long-term ownership philosophy and ability to create sustainable values over time”, comments Patrik Tigerschiöld, Chairman of Bure.
Through the Directed Share Issue, the Company’s share capital will increase by SEK 40,180,204 from SEK 535,518,034 to SEK 575,698,238 by new issue of 5,175,000 ordinary shares, resulting in the total number of shares increasing from 68,971,921 shares to 74,146,921 shares. The Directed Share Issue will result in a dilution of 7.0 per cent of the capital and 7.0 per cent of the votes for existing shareholders based on the total number of shares and votes in the Company after the Directed Share Issue. It is expected that investors in the Directed Share Issue will be delivered their shares around 22 June 2020.
Skandinaviska Enskilda Banken AB has been Sole Bookrunner in the Directed Share Issue and Kanter Advokatbyrå KB has been legal adviser to Bure.
The Tigerschiöld and Björkman families have confirmed their intentions to remain as long-term owners in Bure.
For more information, contact:
Henrik Blomquist, CEO
henrik.blomquist@bure.se
Telephone: +46 (0) 70 824 44 74
EU Market Abuse Regulation
This information is such information as Bure Equity AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CEST on 11 June 2020.
Important information
Publication, distribution or release 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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Bure nor from anyone else.
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 the new shares. Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. 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 announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
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 published, distributed or released, directly or indirectly, in whole or in part, within or into the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South Africa, Switzerland or in any other jurisdiction where such publication, distribution or release of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 2017/1129 of the European parliament and of the council (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Bure has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This press release is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
This press release may contain forward-looking statements which reflect Bure’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.
[1] Bure’s estimated NAV is based on public information and calculated by (i) multiplying the Company’s listed shareholdings with the respective companies’ closing prices, (ii) adding the unlisted holdings from the Company’s latest interim report, (iii) adding the cash position from the Company’s latest interim report and (iv) adjusting for acquisitions of shares after the end of the period for the latest interim report (see separate press releases for acquisitions of shares in Mentice 9 April 2020 and Cavotec 11 May 2020).