iZafe Group AB has carried out a directed set-off issue of B shares as partial payment for the acquisition of its Dutch subsidiary
The Board of Directors of iZafe Group AB, reg. no. 556762-3391 (“iZafe” or the “Company”), has today resolved, pursuant to the authorisation granted by the Annual General Meeting, on a directed set-off issue of 10,386,409 B shares as partial payment for the acquisition of the Dutch subsidiary Thuisapparatuur Nederland B.V. (“TAN”), in accordance with the addendum agreement announced on 10 July 2026.
Through the set-off issue, Stichting TCCN, the seller of TAN, subscribes for a total of 10,386,409 B shares in iZafe and pays for the shares by way of set-off against claims of a total of approximately EUR 310,000 relating to the first partial payment of the acquisition, corresponding to a subscription price of SEK 0.33 per B share. The subscription price was determined based on the volume-weighted average price during the ten (10) trading days preceding the agreement date of 10 July 2026, with a discount of approximately 10.4 percent.
The first partial payment for the acquisition relates to approximately EUR 170,000 in amortisation of loans from TAN to the seller, which were assumed by iZafe in connection with the acquisition. The remaining approximately EUR 140,000 relates to a partial payment of the purchase price for the acquisition. Following the first partial payment, EUR 1.24 million remains to be paid for the acquisition, of which approximately EUR 680,000 relates to repayment of assumed loans and approximately EUR 560,000 relates to the cash purchase price.
Payment of the remaining part of the acquisition will, as previously communicated, be made in six instalments during the period from 31 January 2027 to 31 July 2029, where the first instalment corresponds to 20 percent of the total amount and the remaining amount thereafter is distributed equally over the final five instalments.
The issue entails that the number of shares and votes in the Company increases by 10,386,409, from 430,591,337 shares, of which 600,000 are A shares, to 440,977,746 shares, of which 600,000 are A shares. The share capital increases by SEK 519,320.45, from SEK 21,529,566.85 to SEK 22,048,887.30. The issue entails a dilution effect of approximately 2.36 percent of the number of shares in the Company.
Reasons for deviation from the shareholders’ preferential rights, etc.
The reason for deviating from the shareholders’ preferential rights is to carry out the first partial payment for the acquisition of TAN in a time- and cost-efficient manner without affecting the Company’s short-term liquidity position.
The Board of Directors has carefully considered alternative financing options, including carrying out a rights issue. Taking into account the limited size of the issue, the expected time required and the costs associated with alternative financing solutions, the Board of Directors has found that a directed new share issue to the seller is the most appropriate solution. The Board’s overall assessment is therefore that a directed issue is beneficial to both iZafe and its shareholders, and that the reasons for deviating from the shareholders’ preferential rights outweigh the reasons for carrying out a rights issue.
The subscription price has been agreed through arm’s length negotiations with the counterparty and is considered to be market-based, as it is based on the volume-weighted average price during the ten (10) trading days preceding the signing of the agreement, with an issue discount that is slightly lower than the issue discount applied in the Company’s most recent directed new share issue.
Contacts
Anders Segerström, Chief Executive Officer
E-mail: anders.segerstrom@izafegroup.com
Phone number: +46 70-875 14 12
iZafe Group AB (publ.)
David Bagares gata 3
111 38 Stockholm
E-mail: ir@izafegroup.com
www.izafegroup.com
eucaps.com/izafe-group
About iZafe Group AB (publ.)
iZafe Group is a Life Science company that conducts research, development and marketing of digital medical solutions and services for safer medication management at home.
The company leads the development of digital drug dispensing through the drug robot Dosell as well as the SaaS solution Pilloxa with the smart pillbox. The company's solutions reduce the risk of incorrect medication in the home, increase compliance, relieve public health care, increase the quality of life for patients and create a safer environment for relatives.
The customers consist of private individuals, pharmaceutical companies and public and private healthcare providers in Sweden, the Nordics and globally. iZafe Group primarily sells through well-established partners who already have long and deep customer relationships with the prioritized customer groups. The head office is in Stockholm.
iZafe Group AB has been listed on the Nasdaq First North Growth Market since 2018. The company’s Certified Adviser is DNB Carnegie Investment Bank AB. Further information is available at www.izafegroup.com
