NOT FOR DISTRIBUTION OR RELEASED, DIRECTLY OR INDIECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION, IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Uppsala, Sweden—March 28, 2018, 21.30 CET — I.A.R. Systems Group AB (publ) (”IAR Systems” or the ”Company”) has, based on the authorization granted by IAR Systems’ Annual General Meeting on 26 April 2017, resolved to carry out a directed share issue of 812,000 Class B shares at subscription price of SEK 220 per share (the “Issue”). The subscription price corresponds to a premium of approximately 0.4 per cent compared to the volume weighted average price 30 calendar days prior to the Board of Directors’ resolution , and a discount of approximately 4.1 per cent compared to the closing price on 28 March 2018. Subscribers in the Issue are a few well-known institutional investors, including e.g. Andra AP-fonden, Catella Fonder, Första AP-fonden, Handelsbanken Fonder and Norron Asset Management. The reasons for deviation from the shareholders’ preferential rights is to raise capital in a resource and time efficient manner to finance the acquisition of Secure Thingz, Inc., previously announced during the first quarter 2018.
By completion of the Issue, IAR Systems will receive proceeds amounting to approximately SEK 178.6 million before transaction costs. The Issue corresponds to a dilution of approximately 6.0 per cent of the capital in relation to the number of shares in IAR Systems through an increase in the number of outstanding shares to 13,444,061 (divided into 100,000 shares of Class A and 13,344,061 shares of Class B).
DNB Markets, a part of DNB Bank ASA, has acted as financial advisor in connection with the transaction. Setterwalls Advokatbyrå has acted as legal advisor.
 219.12 SEK per share, volume weighted average price 30 calendar days prior to the Board of Directors’ resolution.
 2 229.50 SEK per share, closing share price 28 March 2018.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in I.A.R. Systems Group AB (publ) in any jurisdiction, neither of I.A.R. Systems Group AB (publ), DNB Bank ASA or any other party. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The recipient of this press release is responsible for using the information in this press release in accordance with the applicable law in each jurisdiction.
In any member state within the European Economic Area (“EEA”), that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.
This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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 will be no public offering of the securities described herein in the United States.
This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.
IAR Systems Contacts
Josefin Skarin, Investor Relations, IAR Systems Group AB
Stefan Skarin, CEO and President, IAR Systems Group AB
This information is information that IAR Systems Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 21:30 CET on 28 March 2018.
IAR Systems supplies future-proof software tools and services for embedded development, enabling companies worldwide to create the products of today and the innovations of tomorrow. Since 1983, IAR Systems’ solutions have ensured quality, reliability and efficiency in the development of over one million embedded applications. The company is headquartered in Uppsala, Sweden and has sales and support offices all over the world. IAR Systems Group AB is listed on NASDAQ OMX Stockholm, Mid Cap. Learn more at www.iar.com.