Active Biotech - SEK 225 million (approx. € 25 million) rights issue


Preferential rights will be given to the company's shareholders. According to the board's decision the shares will be issued at a price of SEK 10 per share. One class A share and/or class B share entitles the holder to subscribe to two new class B shares. If the issue is not fully subscribed, subscription without exercise of subscription rights will be possible. When allocating shares as a result of such subscription, shareholders having exercised subscription rights will be given preference.
A maximum of 22,492,584 new class B shares will be issued in the new issue. As is the case with the conversion provision in the Articles of Association, the decision to only issue class B shares is intended to increase the liquidity of Active Biotech's class B shares. The maximum proceeds from the new issue is SEK 224.9 million (approx. € 25 million).
Pharmacia AB, which owns 24.1 per cent of the capital and 17.1 per cent of the voting rights in the company, considers its shareholding in Active Biotech as a financial investment and does not intend to subscribe to the issue. In order to contribute to the successful implementation of the new issue Pharmacia has agreed to transfer to MGA Holding AB its forthcoming subscription rights.
MGA Holding, which owns 8.3 per cent of the capital and 32.8 per cent of the voting rights, has undertaken to exercise both its own subscription rights and those transferred from Pharmacia, corresponding to a total of 32.4 per cent, for subscription to new class B shares. In addition, MGA Holding has guaranteed that, if necessary, it will, without compensation, subscribe to the number of new class B shares necessary to bring the total issue proceeds up to SEK 169 million. This will ensure that the new issue can be implemented without permission of the court for the reduction of share capital which is a consequence of the board's proposed reduction in the per share nominal value.
Catella Kapitalförvaltning AB, Futuris and Servisen and associated companies have declared that they intend to exercise subscription rights amounting to a total of 11.1% of the new share issue.
Time schedule
Annual General Meeting 10 April 2003
Trading in the Active Biotech share
without right to participate in the new issue 11 April 2003
Record date 15 April 2003
Prospectus published 22 April 2003
Trading with subscription rights 23 April-12 May 2003
Subscription period 23 April-15 May 2003
Handelsbanken Capital Markets will advise Active Biotech in matters relating to the new issue.
Lund, 13 February 2003
Active Biotech AB
Sven Andréasson
President & CEO
For more information, please contact:
Sven Andréasson, President & CEO, tel. +46 46 19 20 49,
Hans Kolam, CFO, tel. +46 46 19 20 44,
Cecilia Hofvander, Manager Corporate Communication, tel. +46 46 19 11 22,
Active Biotech AB is a biotechnology company focusing on research in and development of pharmaceuticals. Active Biotech has a strong R&D portfolio and pipeline products with focus primarily on autoimmune/inflammatory diseases and cancer. Most advanced projects include orally administered small molecules with unique immunomodulatory properties that can be used to treat autoimmune and inflammatory diseases (SAIK), as well as a novel concept for use in cancer immunotherapy (TTS).
Active Biotech AB
Box 724, 220 07 Lund
Tel 046-19 20 00
Fax 046-19 20 50