NOTICE OF ANNUAL GENERAL MEETING



Bure Equity AB (publ.) shareholders are hereby notified of the annual general meeting (AGM) to be held on Thursday, 6 May 2021.
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Due to the pandemic, the Board of Directors has decided that this year’s AGM will be held without the physical presence of shareholders, proxies, or third parties, and that shareholders will have the opportunity to exercise their voting rights only by post prior to the meeting. Information on decisions made by the AGM will be published on May 6, 2021, as soon as the outcome of the postal vote is compiled.

As the AGM will be conducted without the physical presence of shareholders, proxies, and third parties, the CEO will not address the AGM. However, a pre-recorded speech by the CEO will be made available on the company’s website prior to the AGM.

Registration
Shareholders who wish to participate in the AGM via postal vote should:

  • be recorded in the shareholder register held by Euroclear Sweden AB on 28 April 2021,
  • and no later than Wednesday 5 May 2021 register by casting their postal vote in accordance with the instructions under Postal voting below so that postal votes are received by Computershare no later than that day. Please note that registration for the AGM can only be made by postal ballot.

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to registering by casting their postal vote, such shareholders must re-register their shares in their own name so that shareholders are registered in the share register held by Euroclear Sweden AB on the record date of Wednesday 28 April 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee makes such a registration. Registration of voting rights requested by shareholders must be made by the nominee no later than Friday, 30 April 2021 to be included in the compilation of the share register.

Postal voting
The Board of Directors has decided that shareholders shall be able to exercise their voting rights only by postal vote in accordance with section 22 of Swedish law (2020:198) on temporary exceptions to facilitate the conduct of company and association general meetings. A special form must be used for postal votes. This form is available on the company’s website, www.bure.se. Completed and signed postal voting forms should be sent by post to Computershare AB, ”Bure AGM”, Box 5267, 102 46 Stockholm or by email to info@computershare.se. Completed forms must be received by Computershare no later than 5 May 2021. Shareholders who are physical people can also cast postal votes electronically with BankID verification on the company’s website, www.bure.se. These electronic votes must be cast no later than 5 May 2021. You may not write special instructions or conditions on your postal vote; doing so will invalidate your vote. Further instructions and conditions are included in the postal voting form.

Proxy voting
Shareholders wishing to vote by proxy need to submit a written and dated proxy form, signed by the shareholder, with their postal voting form. Proxy forms are available on the company’s website, www.bure.se. If the shareholder is a legal entity, a registration certificate or other authorization documentation should be attached to the proxy form.

Shareholders’ right to receive information
The Board of Directors and CEO shall, if any shareholder so requests and the Board of Directors considers that such a request can be met without significant damage to the company, provide information on circumstances that may affect the assessment of a matter on the agenda. Requests for such information must be submitted in writing to the company no later than 26 April 2021, to: Bure Equity AB (publ.), FAO: Max Jonson, Nybrogatan 6, 114 34 Stockholm, or via email to max.jonson@bure.se. Such information will be made available on the company’s website, www.bure.se, and at the company’s head office, Nybrogatan 6, 114 34 Stockholm, no later than 3 May 2021. Such information is also sent to the shareholder who requested it and has provided their address.

Agenda
1. Election of chairman of the AGM
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Appointment of one of two persons to verify the minutes of the AGM
5. Determination as to whether the AGM has been duly convened
6. Presentation of the annual report, consolidated financial statements and Group audit
7. Resolutions regarding
a) adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet
b) appropriation of the company’s profit according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
8. Determination of the number of Board members
9. Determination of the Board of Directors’ fees
10. Election of Board members and the Chairman of the Board
11. Election of auditor
12. Determination of auditors’ fees
13. Determination of principles for the appointment of the Nominating Committee and instructions for the Nominating Committee
14. Resolution on approval of the compensation report
15. The Board of Directors’ proposed guidelines for the remuneration of senior executives
16. Resolution authorizing the Board of Directors’ to decide on the acquisition of the company’s own shares
17. Resolution authorizing the Board to decide on a new share issue
18. Proposal for a resolution to amend the Articles of Association

This year’s Nominating Committee
The Nominating Committee for the 2021 AGM comprises Per Björkman (appointed by the Björkman family), Thomas Ehlin (appointed by Fjärde AP), and Patrik Tigerschiöld (appointed by the Tigerschiöld family). The Nominating Committee has appointed Per Björkman as chairman of the Nominating Committee.

Item 1: Election of chairman of the AGM
The Nominating Committee proposes that the chairman of the Board of Directors, Patrik Tigerschiöld, or whomsoever the Board of Directors appoints in his absence, be appointed chairman of the AGM and that Niklas Larsson, Wistrand law firm, or whomsoever on the Board appoints in his absence, be appointed to draft the minutes of the AGM.

Item 2: Preparation and approval of the voting list
The voting list that is proposed to be approved is the voting list prepared by the chairman of the AGM on behalf of the company, based on the AGM share register and advance votes received, and checked and approved by the adjusting person.

Item 3: Approval of the agenda
The Board of Directors proposes that the agenda, which is included in this notice to the AGM, be approved as the agenda for the AGM.

Item 4: Appointment of one or two persons to verify the minutes of the AGM
It is proposed that one person be appointed to verify the minutes of the AGM. Thomas Ehlin, representing Fjärde AP, or, in his absence, the person appointed by the Board, is proposed as a person to, together with the chairman, verify the minutes of the AGM. The assignment to verify the minutes from the AGM also includes checking the voting list and that received advance votes are correctly recorded in the AGM minutes.

Item 5: Determination as to whether the AGM has been duly convened
It is proposed that the AGM approves the convening of the AGM.

Item 7 b) – Resolution regarding appropriation of the company’s profit according to the adopted balance sheet
The following profit is to be considered by the AGM according to the Parent Company’s balance sheet:

Retained earnings SEK 13,002,034,868
Profit for the year SEK 3,241,586,573
SEK 16,243,621,441

The Board of Directors proposes that the profit be distributed as follows:

Distributed to shareholders SEK 148,293,842
Carried forward SEK 16,095,327,599

The proposal entails a dividend of SEK 2 per share in ordinary dividend for the 2020financial year. The record date is proposed to be 10 May 2021. With this record date, the dividend is expected to be paid on 14 May 2021.

Item 8. Determination of the number of Board members
For the period up until the end of the next AGM, the Nominating Committee proposes that the Board of Directors shall consist of six (6) standard members and no deputy board members.

Item 9. Determination of Board of Directors’ fees
The Nominating Committee proposes that for the period up until the end of the next AGM, fees to the Board of Directors be paid in a total amount of SEK 3,725,000, of which SEK 2,100,000 shall be paid to the Chairman of the Board and SEK 325,000 to each of the other ordinary members.

Item 10. Election of Board members and Chairman of the Board
The Nominating Committee proposes the re-election of Board members Carl Björkman, Bengt Engström, Charlotta Falvin, Sarah McPhee, and Patrik Tigerschiöld for the period up until the end of the next AGM. Patrik Tigerschiöld is proposed for re-election as Chairman of the Board for the period up until the end of the next AGM.

Item 11. Election of auditor
The Nominating Committee proposes that a registered auditing firm be elected as the company’s auditor and that the registered auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected in such a capacity until the end of the 2022 AGM (with authorised public accountant Magnus Svensson Henryson as Auditor-in-Charge until further notice).

Item 12. Determination of auditor’s fees
The Nominating Committee proposes that fees to the auditors be paid according to approved account.

Item 13. Determination of principles for the appointment of the Nominating Committee and instructions for the Nominating Committee
The Nominating Committee proposes that the AGM decides to establish principles for the appointment of the Nominating Committee in accordance with the following. The proposal is unchanged from the previous year.

  1. Appointment of members of the board etc.
  1. The Chairman of the Board shall – no later than the end of the third quarter of each year – ensure that the company’s three largest shareholders or shareholder groups in terms of voting rights, are offered the opportunity to each appoint a representative to the Nominating Committee. The determination of voting rights is based on Euroclear Sweden AB’s shareholder register (groups of shareholders) as at the last banking day in August or such other certification that the shareholders or shareholder groups can present as proof of their shareholdings on this date. If one or more shareholders decline to appoint a member to the Nominating Committee, one or more additional shareholders in subsequent order of voting rights shall be offered the opportunity to appoint a member to the Nominating Committee. However, no more than five additional shareholders need to be contacted, unless the Chairman of the Board finds special reason to do so. When a shareholder is contacted with a request to appoint a member to the Nominating Committee, the Chairman of the Board shall specify the required rules of order such as the latest reply date etc.

1.2 The Nomination Committee shall consist of a total of at least three members, including the Chairman of the Board who is a member of the Nomination Committee and convenes the first meeting of the Nomination Committee.

1.3 The composition of the Nomination Committee shall be published as soon as it has been decided. The chairman of the nomination committee shall, unless the members of the Committee agree otherwise, be the member who represents the largest shareholder in terms of voting rights. However, the Chairman of the Board or another Board member shall not be the Chairman of the Nomination Committee. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. Fees shall not be paid to members of the Nomination Committee.

1.4 The Nomination Committee may, within itself and by co-opting the required additional member or members, appoint a Nomination Committee specially appointed for the appointment of auditors, (according to item 2.1 below). If this occurs, this shall also be published in accordance with what is stated above in this item. In this way, all shareholders must be made aware of which persons can be contacted in nomination matters.

1.5 A member of the Committee shall leave the Nomination Committee if the shareholder who appointed the member no longer has the substantial share ownership as when the member was appointed. If the Nomination Committee subsequently no longer has at least three members, the Chairman of the Board shall take steps to ensure that a new member is appointed in accordance with the principles set out in item 1.1. However, unless there are special reasons to do so, no changes shall take place in the composition of the Nomination Committee if only minor changes in the number of voting rights have occurred or such a change occurs later than two months before the AGM.

1.6 Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such a member and appoint a new representative as a member of the Nomination Committee.

  1. Tasks of the Nomination Committee

2.1 The Nomination Committee shall prepare and submit proposals to the AGM for:

– election of chairman of the meeting

– election of and remuneration for the Chairman of the Board and members of the Board of Directors and, where applicable, other special committees that the AGM may decide to appoint

– election of and fees for auditors and, where applicable, deputy auditors

2.2 The Chairman of the Board shall, in an appropriate manner, notify the Nomination Committee of information on the Board’s competence profile and working methods.

  1. The company shall, at the request of the Nomination Committee, provide personnel resources such as secretarial assistance to facilitate the Nomination Committee’s work. If necessary, the company shall also be responsible for reasonable costs for, for example, external consultants that the Nomination Committee deems necessary for the Nomination Committee to be able to fulfil its tasks.
  1. Meetings

3.1 The Nomination Committee shall meet as required in order for it to be able to fulfil its tasks, although at least twice a year. Notice of a meeting is issued by the Chairman of the Nomination Committee, (with the exception of the first meeting, which is convened by the Chairman of the Board). A member of the Committee may request that the Nomination Committee be convened.

  1. The Nomination Committee has a quorum if at least half of its members participate. However, decisions may not be taken unless, as far as possible, all members have been given the opportunity to participate in the consideration of a matter. The Nomination Committee’s decisions are valid when more than half of the members present vote or, in the event of an equal number of votes, the casting vote is exercised by the chairman of the Nomination Committee.
  1. An account of the Nomination Committee’s work in the form of proposals and opinions from the Nomination Committee shall be published on the company’s website in a reasonable amount of time before the AGM.
  1. Amendments to these instructions
  1. The Nomination Committee shall continuously evaluate these instructions and the work of the Nomination Committee and submit proposals to the AGM for such amendments to these instructions as the Nomination Committee has deemed appropriate.

Item 14 – Resolution on approval of the compensation report
The Board of Directors proposes that the AGM resolves to approve the Board’s remuneration report in accordance with chapter 8, section 53 of the Swedish Companies Act.

Item 15 – The Board of Directors’ proposed guidelines for the remuneration of senior executives
The following guidelines for remuneration to senior executives shall apply to remuneration agreed, and to changes made to already agreed remuneration, after these guidelines have been adopted by the 2021 AGM. The guidelines include remuneration to Board members, the CEO and deputy CEO and other members of company management. (Group management), but not remuneration decided by the AGM.

The Board of Directors shall have the right to temporarily deviate, in whole or in part, from the guidelines if in individual cases there are special reasons to do so, and a deviation is necessary to satisfy the company’s long-term interests and sustainability or to ensure the company’s financial viability. If such deviations occur, this must be reported in the remuneration report prior to the next AGM. The guidelines refer to the period from the AGM 2021. Matters concerning deviations from the guidelines shall be prepared by the Remuneration Committee and decided by the Board.

How the guidelines support the company’s business strategy, long-term interests, and sustainability
Bure is an investment company and a good owner. By actively building successful companies over the long term, Bure creates good returns for its shareholders. The starting point in Bure’s operations is to actively participate in and develop wholly owned or partly owned companies and operations in order to increase the value of these assets over time.

The Board believes that the recruitment and retention of senior executives with the skills and competence to achieve established goals is critical for the successful implementation of the company’s business strategy and to safeguard the company’s long-term interests, including its sustainability. To do this, the company needs to offer competitive overall remuneration that motivates senior executives to the best of their abilities. Variable remuneration covered by these guidelines shall be based on criteria aimed at promoting the company’s business strategy and long-term interests, including its sustainability, and where the fulfilment of criteria is determined by the method set out below.

Forms of compensation etc.
Remuneration and other terms of employment for senior executives must be market-based. Total remuneration consists of basic salary, variable remuneration, pension, and certain other benefits. In addition, the AGM may – and independent of these guidelines – decide on share or share price-related remuneration.

Fixed basic salary
The fixed basic salary of the CEO and other senior executives is reviewed annually. Fixed basic salary constitutes a maximum of 56 per cent of total remuneration excluding LTI and assuming a 50% outcome of STI.

Short-Term Incentive programme (STI)
Remuneration is paid according to goals achieved for the company as a whole. Criteria are based on the outcome of a number of, mainly, quantitative parameters, compared with established targets. Quantitative parameters are attributable to the company’s share price, the company’s net asset value per share, and focus issues for each financial year. Other senior executives, but not the CEO, are also subject to a discretionary parameter. Overall, criteria must contribute to the company’s business strategy, long-term interests, and sustainability through a clear connection to these components and thus to the company’s long-term value creation. The fulfilment of criteria is determined by the company’s audited annual accounts. Remuneration can amount to a maximum of 100 per cent of fixed basic salary for the CEO and 80 per cent for other senior executives. In the event of full entitlement, remuneration may amount to a maximum of 43 per cent of total remuneration excluding LTI for the CEO and 40 per cent of total remuneration excluding LTI for other senior executives. Variable remuneration shall not be pensionable. Remuneration entitlements are prepared by the Remuneration Committee and determined by the Board in conjunction of the end of the qualification period. Thereafter, compensation is paid. The company has no contractual right to reclaim compensation.

Long-Term Incentive programme (LTI)
With the aim of aligning the interests of senior executives with those of shareholders, and to encourage senior executives to acquire shares in the company, a long-term incentive plan, in addition to the annual variable salary outlined above, shall be offered to all senior executives, and include the following main components:

  1. If a senior executive purchases shares up to a certain amount, during a specific period of time and within the framework of the LTI programme, the company shall match this amount with a cash contribution, compensated for the employee’s marginal tax costs, as a single payment, (the ”Matching Amount”). The senior executive shall use the Matching Amount to acquire shares in the company. By agreement, these shares shall be held for a period of at least three years.
  2. If the terms and conditions set out in point iii. are met, the company shall pay an additional single payment, (the ”Performance Amount”). The senior executive shall use the Performance Amount, after tax, to acquire shares in the company. By agreement, these shares shall be held for a period of at least one year.
  3. The criteria for payment of the Performance Amount are, inter alia, that the senior executive is still employed by the company, and that throughout the period has retained their acquired shares according to point i., and that the predetermined performance goals in terms of the company’s total revenue up to 2024 have been met.
  4. The total cost to the company of the LTI programme regarding payment of the Matching Amount including social fees shall not exceed SEK 1.6 million, while the cost of the Performance Amount including social fees shall not exceed SEK 12.5 million.

The corresponding long-term incentive programme applied to senior executives will be applied to all other employees in the company.

Other benefits

Pension benefits
The agreed retirement age for the CEO and for other senior executives is 65 years. All pension benefits for senior executives are contribution-based. This means that the company pays an individually agreed contribution pension premium for senior executives. The company has no additional pension obligations.

Company car etc.
The CEO is entitled to a company car. In addition, all senior executives are covered by standard health insurance.

Other benefits constitute a maximum of 17 per cent of total compensation excluding LTI and assuming a 50 per cent STI entitlement.

Notice period and severance pay
Senior executives’ employment or assignment agreements are valid until further notice or for a specified period. The company and the CEO have a mutual notice period of 12 months in the event of termination of employment. The CEO is entitled to severance pay corresponding to 12 months’ salary in the event of termination of employment by the company. Severance pay is not paid upon retirement. For other senior executives, six months’ notice applies in the event of termination by the company. Other senior executives are not entitled to severance pay. During the notice period, current employment contracts continue with associated benefits. In cases where severance pay was to be paid, no other benefits are paid for the period after the end of the notice period.

Salary and terms of employment for employees
In preparation of the Board’s proposal for the guidelines for remuneration to senior executives, company employees’ salary and terms of employment for have been considered. Information on employees’ total remuneration, the components of the remuneration and the increase and rate of remuneration over time was identified and formed part of the Remuneration Committee’s and Board’s decision making in evaluating the reasonableness of the guidelines and their limitations.

Decision making process
The Board shall prepare proposals for new guidelines when there is a need for significant amendments to the guidelines, and at least every four years. The Board’s proposals are prepared by the Board’s Remuneration Committee. The Chairman of the Board may be the Chairman of the Remuneration Committee. Other members elected by the AGM who are members of the Remuneration Committee shall be independent in relation to the company and the company management. If the Board feels it more appropriate, the entire Board may perform the tasks of the Remuneration Committee, provided that the Board member who is a member of the company management does not participate in these tasks.

The Remuneration Committee shall, inter alia, monitor and evaluate the application of the guidelines for remuneration to senior executives decided on by the AGM. When the Remuneration Committee has prepared a proposal, it is submitted to the Board for decision. The CEO does not attend the Board’s review of decisions in remuneration-related matters or other persons in the company management, insofar as they are affected by the matters.

If the AGM decides not to adopt guidelines in connection with proposals for such, the Board shall submit a new proposal no later than before the following AGM. In such cases, compensation shall be paid in accordance with the guidelines that already apply or, if such do not exist, in accordance with company praxis.

In the preparation of these matters, external advice is used when deemed necessary.

Review of guidelines
A review of guidelines for the remuneration of senior executives was made prior to the 2021 AGM and that review resulted in certain minor editorial changes. The proposed amendments are not expected to result in any change in the compensation paid in application of current guidelines.

Item 16 – Resolution authorizing the Board of Directors’ to decide on the acquisition of the company’s own shares

  1. Background

In order to be able to adapt the company’s capital structure to the company’s capital needs from time to time and thereby contribute to increased shareholder value, the Board proposes that the AGM authorizes the Board to, during the period until the next AGM, decide on the acquisition of the company’s own shares. Shares repurchased with the following authorization are proposed to be cancelled at the 2022 AGM.

The Board proposes that the 2021 AGM takes a decision in accordance with the following proposals:

  1. The Board’s proposal for a resolution

The Board is authorized, during the period until the next AGM, to decide on the acquisition of shares in the company as follows:

  1. Acquisitions may be made for the maximum number of shares so that after each acquisition the company holds a maximum of 10 per cent of all shares in the company.
  1. Acquisitions may be made through
  1. trade on the Nasdaq Stockholm (“the exchange”), or
  1. in accordance with an acquisition offer to all company shareholders.
  1. Acquisition on the exchange may only be conducted at a price per share that lies within the price range registered at any given time.
  1. Acquisition of shares through an acquisition offer to all Bure shareholders may only take place at a price which at the time of the acquisition offer does not fall below the market value of the shares and which exceeds the market value by a maximum of 20 per cent.
  1. Payment for shares shall be made in cash.

6. Acquisition of shares may take place on one or more occasions.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

Item 17 – Resolution authorizing the Board to decide on a new share issue
The Board of Directors proposes that the AGM authorizes the Board of Directors to decide on a new issue of shares, with or without deviation from shareholders’ preferential rights, until the time of the 2022 AGM, on one or more occasions. Shares may be issued against cash payment, off-sets, or contribution of non-cash assets, or with other conditions referred to in chapter 13, section 5, beginning of paragraph 6 of the Swedish Companies Act. The Board may otherwise determine the terms of the issue. The issue price shall be determined by the market and the number of newly issued shares may not exceed 10 per cent of the number of outstanding shares on the date of this notice.

The reason for deviation from the preferential right and the right to decide on off-sets, contribution or other conditions referred to in the Swedish Companies Act is that the company must be able to issue shares so as to continuously adapt the company’s capital structure to the company’s capital needs.

Authorization
The Board of Directors, or an individual appointed by the Board, reserves the right to make such necessary and minor adjustments to the resolution above necessary to enable registration of the resolution with the Swedish Companies Registration Office.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

Item 18 – Resolution authorizing the Board to decide on a new share issue
The Board of Directors proposes that the AGM resolves to amend the Articles of Association. Chapter 7, section 4 of the Swedish Companies Act (2005: 551) states that company boards may collect proxies before a general meeting if specified in the articles of association. Chapter 7, section 4 of the Swedish Companies Act states that the articles of association may also state that company boards may decide before a general meeting that shareholders shall be able to exercise their voting rights by post before the general meeting.

In order to be able to utilize the alternatives that the Companies Act states to decide on proxy collection and postal voting, the Board proposes that a new section 9 iii), with the wording below, be incorporated into Bure’s Articles of Association and that the numbering be changed so that the current section 9 iii) becomes section 9 iv). Section 9 iv) becomes section 9 v), section 9 v) becomes section 9 vi) and section 9 vi) becomes section 9 vii):

Section 9 iii) Collection of proxies and postal voting

The Board of Directors may, if special circumstances exist according to the board’s assessment, collect proxies in accordance with the procedure specified in chapter 7, section 4, paragraph 2 of the Swedish Companies Act (2005: 551).

Prior to a general meeting, the Board of Directors may, if special circumstances exist according to the board’s assessment, decide that shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with chapter 7, section 4 of the Swedish Companies Act (2005: 551).

Authorization
The Board of Directors, or an individual appointed by the Board, reserves the right to make such necessary and minor adjustments to the resolution above necessary to enable registration of the resolution with the Swedish Companies Registration Office.

Majority requirements
For decisions to be valid according to the above proposals, resolutions must be supported by shareholders representing two thirds (2/3) of the number of votes cast and the number of shares represented at the AGM.

¤¤¤

Other
On the date of publication of this notice, the total number of shares and votes in the company amounted to 74,146,921. The company holds none of its own shares.

Annual report and other documentation
The annual report and audit report for the financial year 2020 will be published no later than 15 April 2021. The Nominating Committee’s and Board of Directors’ complete resolution proposals, including supporting documents will be made available for shareholders at Bure Equity ABs offices, Nybrogatan 6 in Stockholm, and on the company’s website, www.bure.se, no later than 15 April 2021 and send by post to those shareholders who so request and provide their postal address. The same applies to the Board of Directors’ report in accordance with chapter 8, section 53 of the Swedish Companies Act and the auditor’s report according to chapter 8, section 54 of the same Act.

Processing of personal data
For information on how personal data is processed in relation to the AGM, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. (In Swedish)

Stockholm, March 2021
The Board of Directors
_____________________

Bure Equity AB (publ), org nr 556454-8781
Nybrogatan 6, 114 34 Stockholm
Tel. +46 (0) 8 – 614 00 20 Fax +46 (0) 8 – 614 00 38
info@bure.se bure.se

Bure Equity AB (publ) announces the final outcome of the recommended public offer to the shareholders of Allgon AB (publ)

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, 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 were offered SEK 13.50 in cash per each share of series B[1] in Allgon (the “Offer Price”).[2] The offer document relating to the Offer was published on 11 January 2021. Further, on 5 February 2021, Bure announced that the Offer had been completed and declared the Offer unconditional as well as extended the acceptance period until 26 February 2021 at 17.00 CET.

After the completion of the Offer, Bure holds a total of 55,469,662 shares and votes in Allgon, corresponding to approximately 98.66% of the total number of shares and votes in Allgon.

During the extended acceptance period, which ended on 26 February 2021, 3,074,756 shares have been tendered in the Offer, corresponding to approximately 5.47%[3] of the total number of shares and votes in Allgon. Bure has not acquired any additional shares outside the Offer during the extended acceptance period.

The final outcome of the Offer, as well as the total number of shares tendered in the Offer at the end of the extended acceptance period on 26 February 2021, amounts to 48,126,113 shares, corresponding to approximately 85.60% of the total number of shares and votes in Allgon. In addition, Bure has previously acquired 7,343,549 shares outside the Offer (to a highest price of SEK 13.45 per share, which is lower than the Offer Price). Hence, Bure holds a total of 55,469,662 shares and votes in Allgon, corresponding to approximately 98.66% of the total number of shares and votes in Allgon.

Settlement in respect of shares duly tendered by the shareholders during the extended acceptance period is expected to commence on 9 March 2021.

With reference to the outcome of the Offer, on 15 February 2021, Bure called for compulsory redemption of the remaining shares in Allgon. On 23 February 2021, the Board of Directors in Allgon notified the shareholders to whom the compulsory redemption claim was brought, that compulsory redemption had been requested and afforded the shareholders an opportunity to notify Allgon in writing within two weeks if they intend to conduct their own action and state the name of their arbitrator.

The shares of series B in Allgon are listed on Nasdaq First North Growth Market (“First North”). Allgon has applied for delisting from First North. The application was approved on 16 February 2021 and the last day of trading will be 2 March 2021.

The offer document, together with further information regarding the Offer, is available at Bure’s website, 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 1 March 2021 at 17.30 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 56,222,597 outstanding shares in Allgon.

Bure Equity AB (publ) announces the outcome of the recommended public offer to the shareholders of Allgon AB (publ)

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 were 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 (“First North”). On 8 January 2021 at 14.00 CET, Allgon published a statement by the company’s Board of Directors, in which the Board of Directors unanimously recommended the shareholders to accept the Offer. Further, the offer document relating to the Offer was published on 11 January 2021 at 08:30 CET.

At the end of the acceptance period of the Offer, on 2 February 2021, the Offer had been accepted by shareholders representing a total of 45,051,357 shares and votes in Allgon, corresponding to approximately 80.1% of the total number of shares and votes in Allgon.[3]

At the time of publication of the offer document related to the Offer, Bure held 6,925,264 shares in Allgon, corresponding to approximately 12.3% of the total number of shares in Allgon. Thereafter, Bure has acquired an additional 418,285 shares in Allgon outside the Offer (corresponding to approximately 0.7% of the total number of shares in Allgon), to a highest price of SEK 13.45 per share. Hence, all shares have been acquired to a price lower than the Offer Price. Including the shares acquired within the Offer, Bure thus holds a total of 52,394,906 shares and votes in Allgon, corresponding to approximately 93.2% of the total number of shares and votes in Allgon.

Bure hereby declares the Offer unconditional and announces that the Offer will be completed as all conditions for completing the Offer, including that Bure becomes owner of more than 50% of the total number of shares in Allgon, have either been satisfied or waived. Settlement in respect of shares duly tendered on or before 2 February 2021 is expected to commence on 11 February 2021.

With reference to the outcome, Bure intends to initiate compulsory acquisition proceedings with respect to the remaining shares in Allgon, and act for a delisting of Allgon from First North.

“It is gratifying that so many shareholders have chosen to accept Bure’s public offer. With an acceptance level above 93 percent, a natural next step will be to initiate compulsory acquisition proceedings with respect to the remaining shares and to eventually delist the company. We look forward to work with Allgon within the Bure sphere.” says Henrik Blomquist, CEO of Bure.

Furthermore, Bure intends to act for an Extraordinary General Meeting to be convened whereby new members of the Board of Directors in Allgon are elected, and, thereafter, act to give notice of early voluntary redemption of Allgon’s outstanding bonds in accordance with the terms and conditions of the bonds.

To give remaining shareholders of Allgon the possibility to accept the Offer, Bure has decided to extend the acceptance period until 26 February 2021 at 17:00 CET. Settlement in respect of shares duly tendered during the extended acceptance period and no later than 26 February 2021, is expected to commence on or around 9 March 2021. During the extended acceptance period, Bure may acquire, or enter into agreements to acquire, shares in Allgon outside of the Offer. Such acquisitions or agreements will be made in accordance with applicable Swedish laws and regulations.

The offer document, together with further information regarding the Offer, is available at Bure’s website, www.bure.se/en/public-offer/, and at the website of Avanza Bank AB (publ), www.avanza.se/borsintroduktioner-emissioner.

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 5 February 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.
[3] Based on 56,222,597 outstanding shares in Allgon.

Bure’s holding of shares in MedCap AB

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.

Bure Equity AB (publ) publishes offer document with respect to the public cash offer to the shareholders of Allgon AB (publ)

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.

Interim report January-September 2020

  • Net asset value was SEK 230.6 per share compared to SEK 196.6 at the beginning of the year, corresponding to an increase of 17.3 per cent.
  • Bure’s net asset value was SEK 17,096M compared to SEK 13,563M at the beginning of the year.
  • Total return on the Bure share was 33.9 per cent compared to the SIX Return Index which increased 8.2 per cent.
  • Consolidated profit after tax amounted to SEK 2,536M (1,641). Earnings per share amounted to SEK 35.7 (23.8).

Third quarter 2020

  • Net asset value was SEK 230.6 per share compared to SEK 195.8 at the beginning of the quarter, corresponding to an increase of 17.7 per cent.
  • Bure purchased 137,000 shares for SEK 32.3M in Xvivo Perfusion’s directed share issue.
  • Bure Growth acquired 25,000 shares in Yubico for SEK 9.0M.

Subsequent events

  • Net asset value amounted to SEK 217.2 per share on 4 November 2020, corresponding to an increase of 10.4 per cent since the beginning of the year.
  • Bure Growth acquired 0.3 million shares in BioLamina for SEK 53.2M and increased its holding to 44.8 per cent.
  • Atle Investment Management signed an agreement on the acquisition of Humle Småbolagsfond and Humle Sverigefond.

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)

Nominating committee for the 2021 annual general meeting in Bure

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

Bure has resolved upon a directed share issue of 1,000 MSEK

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.

2020 ANNUAL GENERAL MEETING OF BURE EQUITY AB (PUBL)

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.

BURE AQUIRES SHARES IN CAVOTEC

Bure Equity AB (publ) has acquired 7,803,248 shares in Cavotec SA and thereafter holds 36.2 percent of the capital and the votes in the company.

 
Bure has acquired 7,803,248 shares in Cavotec on 8 May 2020. After the transaction, Bure’s total holding in Cavotec amounts to 34,071,619 shares which is equivalent to 36.2 percent of the total number of shares and votes in the company. Cavotec is listed on Nasdaq Stockholm. The mandatory provisions in accordance with the Act on public takeover bids in the stock market do not apply as Cavotec is a Swiss company.