NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEELAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES OR REQUIRE REGISTRATION OR OTHER ACTIONS Press release 2021-07-01

Iconovo AB (publ) (”Iconovo” or the ”Company”) today announces that the Company, pursuant to the authorisation granted by the Annual General Meeting of the Company that was held on 19 May 2021, has mandated Danske Bank to evaluate the conditions to carry out a directed share issue of approximately SEK 60 million (the ”Issue”). The subscription price and the total number of new shares in the Issue will be determined through an accelerated bookbuilding procedure (the “Bookbuilding”) targeting institutional investors. The Bookbuilding will commence immediately following this announcement. Pricing and allocation of the new shares are expected to take place before the commencement of trading on Nasdaq First North Growth Market Stockholm at 09:00 CEST on 2 July 2021. The Board of Directors may decide to extend or shorten the application period and can at any moment decide to terminate the Bookbuilding and thus refrain from carrying out the Issue. Iconovo will announce the outcome of the Issue in a subsequent press release after completion of the Bookbuilding.

The Company intends to use the proceeds from the Issue for accelerating and value-creational development and initiatives connected to the Company’s new long term strategy. Approximately 40 per cent of the proceeds intends to be used to build a value-creating portfolio of projects within the strategic area Innovative inhalation products. Another approximately 40 per cent of the proceeds intends to be used for building and scaling up the Company’s Nordic sales of pharmaceuticals through licencing of products to Iconovo Pharma. Remaining share of the proceeds intends to be used for increasing the Company’s project capacity, which would reduce the risk in the portfolio and increase the likelihood of launch of additional products to market, and increased commercialisation connected to Iconovo’s three strategic focus areas (i) own sales of generic inhalation products in the Nordics, (ii) development of innovative inhalation products, and (iii) development of generic inhalation products.

The Company believes that using the flexibility provided by a non-pre-emptive placing is the most appropriate transaction structure in order to raise capital in a time- and cost-effective manner, whilst also further diversifying the Company’s shareholder base. Given that the subscription price in the Issue will be determined through an accelerated bookbuilding procedure, it is the Board of Directors’ assessment that the subscription price will be determined in accordance with market conditions.

The Issue is, among other things, subject to resolution by the Board of Directors of Iconovo, pursuant to the authorisation given by the Annual General Meeting held on 19 May 2021, to issue new shares following close of the Bookbuilding.

In connection with the Issue, the Company has agreed to a lock-up undertaking on future share issuance for a period of 180 days, subject to customary exceptions. In addition, the Company’s CEO, CFO and Board of Directors who hold shares in the Company at the time of the transaction, have undertaken not to sell any shares in Iconovo during the same period, subject to customary exceptions.

Advisers
In connection with the Issue, the Company has retained Danske Bank as sole bookrunner and Bird & Bird Advokat as legal adviser.

Contacts

Johan Wäborg, CEO
+46 707 78 51 71
johan.waborg@iconovo.se

This information is information that Iconovo is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2021-07-01 17:31 CEST.

About Iconovo

Iconovo was founded in 2013 by people with long experience in inhalation development. The company develops inhalers and associated drug preparations that are used to treat asthma and COPD. However, Iconovo also has the competence to develop products for new types of inhaled drugs such as vaccines.

By working with Iconovo, pharmaceutical companies and generic companies can access a complete pharmaceutical product, thereby eliminating the complex and costly early stages of the development phase. Iconovo licenses its patented products to customers and offers a faster way to the inhalation market with lower risk and at a lower cost.

More information about the company can be found at www.iconovo.se.

Iconovo is based in Lund and its share (ticker ICO) is listed on Nasdaq First North Growth Market, Stockholm since April 6, 2018. The Company’s Certified Adviser is Erik Penser Bank AB, Box 7405, SE-103 91 Stockholm, phone +46 8 463 80 00, email: certifiedadviser@penser.se.

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal 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 or form part of an offer or solicitation to purchase or subscribe for securities in the Company in any jurisdiction where such an offer or solicitation would be illegal. In each Member State of the European Economic Area (“EEA”), this press release is directed only to “qualified investors” in the Member State in accordance with the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) definition.
 
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
 
This press release may in the United Kingdom, be distributed and directed only to “qualified investors” as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) fall within Article 49(2)(a) to (d) (“entities with high net worth” etc.) of the Order, (all such persons together being referred to as “Relevant Persons”). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.
 
This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company 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 Issue. This press release neither identifies nor claims to identify risks (direct or indirect) which could be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Issue may only be made based on publicly available information, which has not been verified by Danske Bank. Danske Bank acts on behalf of the Company in connection with the Issue and not for the benefit of any other person or entity. Danske Bank is not responsible in relation to any other person or entity to provide the protection which has been provided to their customer nor to give advice in connection with the Issue or any other topic mentioned herein.
 
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 issued shares have been subject to a product approval process, which has determined that the 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 may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares 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 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.
 
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Attachments

Iconovo AB evaluates the conditions to carry out a directed new share issue

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