Rights Issue 2021

On November 16, 2020, OncoZenge AB announced that the company has secured financing totaling approximately SEK 70 million prior to the special listing on the Nasdaq First North Growth Market, with first day for trading on February 12, 2021.

Listing on Nasdaq First North Growth Market
OncoZenge is trading on Nasdaq First North Growth Market, since February 12, 2021, under the shortname "ONCOZ" with ISIN: SE0015504097.

Terms for the Rights Issue
The Board of Directors of OncoZenge has today, with the support of the authorization from the Extraordinary General Meeting on January 21, 2021, decided on the final terms of the Rights Issue. The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in OncoZenge on the record date for the Rights Issue, whereby one (1) existing share held in OncoZenge entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price amounts to SEK 10.25 per share, which entails that OncoZenge will receive approximately SEK 60 million before issue costs from the Rights Issue.

The record date for the right to participate in the Rights Issue is February 17, 2021. Subscription shall take place during the period from and including February 19, 2021 up to and including March 5, 2021. Last day for trading in OncoZenge's share including the right to participate in the Rights Issue is February 15, 2021. Subscription rights are traded on Nasdaq First North Growth Market during the period from and including February 19, 2021, up to and including March 2, 2021. Subscription rights that are not exercised during the subscription period will become invalid and lose their value.

If not all shares are subscribed for with support of subscription rights, the remaining shares, within the framework of the maximum amount of the Rights Issue, shall be allotted: firstly, to those who have subscribed for shares with support of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without support of subscription rights and in the event that allotment to these cannot be made in full, the allotment shall be made pro rata in relation to the number of subscription rights that each of those who has applied for subscription of shares without support of subscription rights has exercised to subscribe for shares; secondly, to others who have only applied for subscription of shares without support of subscription rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares that the subscriber has applied for subscription of; and thirdly to those who have undertaken to guarantee subscription of shares in the Rights Issue, in proportion to such guarantee undertakings. To the extent that allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.

Subscription and guarantee commitments
In connection with the Rights Issue, existing shareholders in OncoZenge, including Östersjöstiftelsen, Linc AB and John Fällström, have entered into subscription and guarantee commitments totalling approximately SEK 60 million, which entails that the Rights Issue is fully secured. In addition, all members of the Board and management intend to participate in the Rights Issue. Management members are using any proceeds from unused subscription rights to subscribe for additional shares in the rights issue.

Prospectus
Complete terms and conditions for the Rights Issue as well as other information about OncoZenge and the listing on Nasdaq First North Growth Market is stated in the prospectus which was published on February 8th, 2021.

Change in share capital and number of shares and dilution
The Rights Issue entails, if fully subscribed, that the share capital will increase by approximately SEK 650,736.18 from approximately SEK 650,736.18 to approximately SEK 1,301,472.37 and the number of shares by 5,856,622 shares from 5,856,622 shares to 11,713,244 shares. The dilution for existing shareholders who do not participate in the Rights Issue will thus amount to 50 percent.

Timetable for the Rights Issue and the listing on Nasdaq First North Growth Market

February 8, 2021                          Publication of prospectus
February 12, 2021                        First day of trading on Nasdaq First North Growth Market
February 15, 2021                        Last trading day in OncoZenge with the right to receive subscription rights
February 16, 2021                        First trading day in OncoZenge without the right to receive subscription rights
February 17, 2021                        Record date for participation in the Rights Issue
February 19 – March 5, 2021    Subscription period
February 19 – March 2, 2021    Trading in subscription rights
March 9, 2021                              Estimated date for publication of the outcome of the Rights Issue

Q&A

1. When is the rights issue in OncoZenge?

The record date for participation in the rights issue in OncoZenge is February 17. The subscription period for the rights issue then runs during the period February 19 – March 5.

2. What are the terms and conditions of the rights issue in OncoZenge?

The right to subscribe for shares with preferential rights shall vest to those who are registered as shareholders in OncoZenge on the record date for the rights issue, whereby one (1) existing share in OncoZenge entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price amounts to SEK 10.25 per share.

3. How do I participate in the rights issue in OncoZenge?

Shareholders who are directly registered on the record date, February 17, will automatically be sent to their home address a printed issue statement with an attached payment form.

·         To use all your allotted subscription rights to subscribe for shares, use the printed payment form for subscription through payment.

·         To subscribe using a number of subscription rights other than the number indicated on the printed payment form, use the special application form for subscription with the support of subscription rights.

·         To subscribe without the support of subscription rights, use the application form for subscription without the support of subscription rights.

Shareholders whose shares are nominee-registered with a bank or other nominee will not receive an issue statement. Subscription and payment must be made in accordance with the instructions from each nominee. Note that the procedure for unutilized subscription rights may vary depending on the nominee, and in certain cases the subscription rights are automatically sold if the nominee is not contacted well in advance of the conclusion of the subscription period. For more information on each nominee’s subscription procedures with or without the support of subscription rights, the nominee should be contacted well in advance of the conclusion of the subscription period.

4. What is the total dilution effect?

For shareholders who do not participate in the rights issue in OncoZenge, there is a maximum dilution effect of approximately 50 percent upon full subscription of the rights issue. However, shareholders have the opportunity to receive partial financial compensation for this dilution by selling their rights.