Today, August 13, 2024, the subscription period begins in Bio-Works Technologies AB's ("Bio-Works" or the "Company") rights issue of units of initially a maximum of approximately SEK 39 million before issue costs, which was approved at the extraordinary general meeting on July 29, 2024 (the "Rights Issue"). The subscription period in the Rights Issue runs until August 27, 2024. Please note that trustees may have a deadline for subscription in the Rights Issue that falls before August 27, 2024. The general public is also entitled to subscribe for units in the Rights Issue.

Summary of the rights issue

• The Rights Issue comprises a maximum of 38,979,790 units
• One (1) existing share in the Company on the record date entitles to one (1) unit right. One (1) unit right entitles to subscription of one (1) unit, consisting of one (1) share and one (1) free of charge warrant of series TO2.
• The subscription price amounts to SEK 1.00 per unit, corresponding to SEK 1.00 per new share, which, if the Rights Issue is fully subscribed, means that the Company will initially receive approximately SEK 39 million before deduction of issue costs.
• In connection with the Rights Issue, the main shareholders Swedia Invest AB and Calyptra AB, other existing shareholders and all board members of the Company have entered into subscription commitments of approximately SEK 17.8 million, corresponding to approximately 45.6 percent of the Rights Issue. In addition, certain subscribers have also entered into free of charge guarantee commitments of approximately SEK 21.2 million, corresponding to the remaining 54.4 percent of the Rights Issue. Thus, the Rights Issue is 100 percent secured through subscription commitments and free of charge guarantee commitments.
• Upon full exercise of all TO2, within the framework of issued units, Bio-Works may receive an additional capital injection of a maximum of approximately SEK 39 million before deduction of issue costs. One (1) warrant will entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 1.00 per new share. Exercise of TO2, for subscription of new shares, can take place on the first ten (10) trading days during each quarter from Q1 2025 up to and including Q3 2027, i.e., on a total of eleven (11) occasions. However, each TO2 can only be used to subscribe for one new share on one occasion.

For complete terms and conditions, please refer to the prospectus published by the Company on August 6, 2024 in connection with the Rights Issue. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on the Swedish Financial Supervisory Authority's website (www.fi.se). The prospectus and a summary information folder (in Swedish and English) are also available on the Company's (www.bio-works.com), Sedermera Corporate Finance AB's (www.sedermera.se) and Nordic Issuing AB's (www.nordic-issuing.se) respective websites. The prospectus has only been drafted in Swedish.

Timetable for the Rights Issue

Subscription period:	August 13-27, 2024
Trading in unit rights:	August 13-22, 2024
Announcement of final outcome of the Rights Issue:	August 28, 2024

 

Trading in paid subscribed Units (BTU) is expected to take place from August 13, 2024, until the Swedish Companies Registration Office has registered the Rights Issue. The last day of trading in BTUs will be announced through a separate press release after the completion of the rights issue.

Subscription with preferential rights

Shareholders or representatives of shareholders registered with Euroclear on the record date August 9, 2024, will receive a pre-printed issue statement with an attached payment slip. Subscription by virtue of preferential rights shall be made by simultaneous cash payment no later than August 27, 2024. Subscription by payment shall be made either with the pre-printed payment slip attached to the issue statement, or by subscription on Nordic Issuing's platform according to the following two options:

1. issue statement (pre-printed payment slip from Euroclear)

In the event that all unit rights received on the record date are to be exercised for subscription, only the pre-printed payment slip shall be used as a basis for subscription by cash payment. The registration is binding.

 

2. Subscription via Nordic Issuing with unit rights

In the event that a different number of unit rights than what is stated in the pre-printed issue statement is exercised for subscription, e.g. through the acquisition or sale of unit rights, subscription by virtue of unit rights shall be made on Nordic Issuing's platform https://minasidor.nordic-issuing.se/ and used as a basis for subscription by cash payment. The shareholder must log in to the platform and state the number of unit rights that wish to be exercised, the number of units that they subscribe for and the amount to be paid. The registration is binding.

Shareholders whose holdings of shares in the Company are nominee-registered with a bank or other nominee will not receive an issue statement. Subscription and payment shall instead be made in accordance with instructions from the respective bank or nominee. Please note that when unit rights are exercised via a bank or nominee, this should be done early in the subscription period due to the fact that each bank/trustee may set different deadlines for the last day for subscription.

Subscription without preferential rights

Subscription of units without preferential rights shall take place during the same period as subscription of units with preferential rights, i.e. from and including August 13, 2024. Application to subscribe for units without preferential rights shall be made on Nordic Issuing's platform https://minasidor.nordic-issuing.se/.

For nominee registered shareholders, application for subscription of units without preferential rights shall be made to the respective nominee and in accordance with instructions from the nominee, or if the holding is registered with several nominees, from each of them. In order to be able to invoke subsidiary preferential rights, it is required that the subscription is carried out through the nominee as there is otherwise no possibility to identify a specific subscriber who has subscribed for units both with and without the support of unit rights.

Advisors

In connection with the Rights Issue, Sedermera Corporate Finance AB is the financial advisor (www.sedermera.se), Markets & Corporate Law Nordic AB is the legal advisor (www.mcl.law) and Nordic Issuing AB acts as the issuing agent (www.nordic-issuing.se).

Contact details

For more information about the Company, please visit Bio-Works' website, www.bio-works.com. or contact Arne Hauge, CFO, e-mail: arne.hauge@bio-works.com, telephone: +46 (0) 8 - 502 705.

For further information about the Rights Issue, please contact:

Sedermera Corporate Finance AB
Telephone: +46 40 615 14 10
E-mail: cf@sedermera.se
Website: www.sedermera.se

About Bio-Works

Bio-Works helps the Biotechnology industry to achieve its goals for the purification of biomolecules. We support our customers, from laboratory research to commercial production, and together we implement efficient and robust solutions for Bioprocessing. Our vision is to be a trusted and dynamic partner for a growing and evolving industry.

Bio-Works headquarters, with R&D and manufacturing, is located in Uppsala Business Park, Uppsala, Sweden. We supply our products to a global market, through a combination of direct sales and distributors in Europe, North America and Asia. The company is certified according to the ISO 9001:2015 quality management system. Bio-Works is listed on Spotlight Stock Market ("BIOWKS"). For further information please contact us, www.bio-works.com.

This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.

 

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Bio-Works in any jurisdiction, neither from Bio-Works nor from someone else.

 

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth Prospectus regarding the Rights Issue described in this press release will be prepared and published by the Company on the Company's web page after the prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority ("SFSA") (Sw. Finansinspektionen). The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.

 

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 Company. 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. Sedermera is acting for Bio-Works in connection with the Rights Issue and no one else and will not be responsible to anyone other than Bio-Works for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.

 

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore, South Korea, Russia, Belarus, or any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

 

Forward-Looking Statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions.

 

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law, or Spotlight Stock Market rule book or for the Company applicable rule book for issuers.

 

DISCLOSURE TO INVESTORS PURSUANT TO THE ACT (2023:560) ON THE SCREENING OF FOREIGN DIRECT INVESTMENTS

The Act (2023:560) on the Screening of Foreign Direct Investments ("FDI Act") applies to the company's operations. In the event that the subscription of new units or subscription of shares under warrants would result in an investor, after the investment, directly or indirectly, holding votes representing or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the company, the investor is required to notify their investment to the Inspectorate for Strategic Products in accordance with the FDI Act.

 

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Bio-Works have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Bio-Works may decline and investors could lose all or part of their investment; the shares in Bio-works offer no guaranteed income and no capital protection; and an investment in the shares in Bio-works is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Bio-Works.

 

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