AroCell announces outcome of rights issue

Outcome
The outcome shows that 62,294,119 shares, corresponding to approximately 60 per cent of the Rights Issue, have been subscribed for by exercise of subscription rights (including subscription commitments). 2,833,936 shares, corresponding to approximately 3 per cent of the Rights Issue, have been subscribed for without the exercise of subscription rights. Thus, 72,128,055 shares, corresponding to approximately 63 per cent of the Rights Issue, have been subscribed for with and without the exercise of subscription rights. 42,485,078 shares, corresponding to approximately 37 per cent of the Rights Issue, has been subscribed by the guarantors.

Notification regarding allocation
Allocation of shares has been made in accordance with the allocation principles described in the prospectus that was published in connection with the Rights Issue (the "Prospectus"). A notification regarding allocation of shares subscribed for without the exercise of subscription rights will be made by post of a settlement note to each subscriber. Allocated shares subscribed for without the exercise of subscription rights shall be paid for in accordance with the instructions in the settlement note.

Trading in BTA
Trading in paid subscribed shares (Sw. betald tecknad aktie, “BTA”) is currently taking place at Nasdaq Stockholm and will cease when the Rights Issue has been registered by the Swedish Companies Registration Office. BTA:s will then be converted to ordinary shares.

Number of shares and share capital
The Rights Issue provides AroCell with proceeds amounting to approximately SEK 86 million before transaction costs. As a result of the Rights Issue, AroCell’s share capital will increase by SEK 11,461,313.30 to a total of SEK 22,922,626.60 and the total number of shares will increase by 114,613,133 shares to 229,226,266 shares.

The Rights Issue in summary

• Each existing share in the Company held on the record date 26 January 2022 entitled to one (1) subscription right. One (1) subscription right entitled to subscription of one (1) new share, i.e., a subscription ratio of 1:1.
• The subscription price was SEK 0.75 per new share, which results in the Company receiving issue proceeds of approximately SEK 86 million before deduction of transaction costs.
• The subscription period ran from and including 31 January 2022 up to and including 14 February 2022.
• The last day of trading in the AroCell share including the right to participate in the Rights Issue was 24 January 2022.
• The Company received subscription commitments and entered into agreements on guarantee commitments of approximately SEK 86 million, which secured the Rights Issue up to 100 percent.
• The Company published the prospectus regarding the Rights Issue on 27 January 2022.

Advisers
Redeye AB acts as financial adviser and Wigge & Partners Advokat KB acts as legal adviser in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For further information, please contact:
Anders Hultman, CEO
Phone: +46 (0)18 50 30 20
Email: anders.hultman@arocell.com

The information was submitted for publication, through the agency of the contact persons set out above, at 10:10 a.m. CET on 17 February 2022.

IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe, or otherwise trade in shares, subscription rights or other securities in AroCell. No action has been taken and measures will not be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe for shares in AroCell has only been made through the Prospectus, which was published by the Company on 27 January 2022.

Neither subscription rights, paid subscribed shares (“BTA”) nor newly issued shares have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTAs or newly issued shares have been registered or will be registered under the United States Securities Act of 1933 in its current wording, or under any other applicable law in the United States, Australia, Great Britain, Hong Kong, Japan, Canada, New Zealand, South Africa or in any other country where the Rights Issue or Private Placement or distribution of the press release is contrary to applicable laws or regulations or requires that further prospectuses be prepared, registered or that any other measure is taken in addition to what is required by Swedish law. Accordingly, the press release, as well as the prospectus, application form, and other documents attributable to the Rights Issue and Private Placement, may not be distributed to or within any such jurisdiction.

This announcement may include forward-looking statements, which are based on AroCell’s current expectations and projections about future events and financial and operational development. Words such as “intends”, “will”, “expects”, “anticipates”, “may”, “plans”, “estimates”, and other expressions that imply indications or predictions of future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual results may differ materially from what is expressed in forward-looking information.

This information, the opinions, and forward-looking statements contained in this announcement, are applied only at this date and are subject to change without notice. AroCell makes no commitments to disclose updates or revisions to forward-looking information, future events, or similar circumstances, other than as required by applicable law

This English announcement is an unofficial translation of the original Swedish announcement. In case of any discrepancies between the Swedish announcement and the English translation, the Swedish announcement shall prevail.