MAGLE GROUP COMPLETES SET-OFF ISSUE TO BONDHOLDERS AND THE DIRECTED SHARE ISSUES RESOLVED UPON BY THE EGM
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The Board of Directors of Magle Chemoswed Holding AB (publ) (“Magle Group” or the “Company”) has today, on 10 September 2026, in accordance with the intention announced by the Company on 10 July 2026, resolved to carry out a directed set-off issue of 74,254,853 shares to holders of the Company's outstanding senior secured bonds (ISIN SE0025197403) (the “Initial Bonds”) and (ISIN SE0029503697) (the “Bonus Bonds”, and together with the Initial Bonds, the “Existing Bonds”) (the “Bondholders”) (the “Set-off Issue”). The Board of Directors has resolved on the Set-off Issue pursuant to the authorisation granted by the extraordinary general meeting of the Company on 26 August 2026 (the “EGM”). The Set-off Issue relates to the set-off of claims arising under the written procedure initiated by Nordic Trustee & Agency AB (publ) on 13 July 2026 (the “Written Procedure”), comprising the debt-for-equity swap (the “D2E”), the upfront fee (the “Upfront Fee”), the underwriting fee (the “Underwriting Fee”) and the consent fee (the “Consent Fee”), each as further described below. The subscription price in the Set-off Issue was SEK 1.00 per share. All shares in the Set-off Issue have been subscribed for and allotted.
In addition, the Board of Directors has resolved on the allotment of all shares in the three different directed share issues resolved upon and approved by the EGM to (i) PRS1 ApS and MB Holding Køge ApS on a total of SEK 31,749,760, of which SEK 31,749,760 have been paid by way of set-off against outstanding claims under subordinated loan arrangements with the Company (the “Directed Issue I”), (ii) PRS1 ApS on a total of SEK 7,500,000 (the “Directed Issue II”), and (iii) current and previous board members on a total of SEK 11,350,000, of which SEK 200,000 have been paid by way of set-off against outstanding claims with the Company (the “Directed Issue III”, and together with the Directed Issue I and the Directed Issue II, the “Investor Share Issues”).
The Set-off Issue
In connection with the restructuring of the Company’s outstanding debt and capital structure announced by the Company on 10 July 2026 (the “Restructuring”), the Company initiated the Written Procedure requesting certain amendments and waivers under the terms and conditions of the Existing Bonds (the “Terms and Conditions”). On 30 July 2026, the Company announced the successful completion of the Written Procedure. As a result of the Written Procedure, the following claims are set off against new shares in the Company within the framework of the Set-off Issue: (i) the D2E, comprising the write-down and cancellation of Initial Bonds pro rata among the holders of Initial Bonds in an amount equal to approximately SEK 38,005,647, resulting in the issuance of 38,005,647 D2E shares (the “D2E Shares”), (ii) the Upfront Fee, in an amount equal to 12.15 per cent of the nominal amount of each Super Senior Bond (as defined in the Written Procedure) (excluding any nominal amount held due to roll-over of accrued but unpaid interest), amounting to approximately SEK 24,664,491, resulting in the issuance of 24,664,491 Upfront Fee shares (the “Upfront Fee Shares”), (iii) the Underwriting Fee, in an amount equal to 4.00 per cent on the nominal amount of the underwritten Cash Super Senior Bonds (as defined in the Written Procedure), amounting to approximately SEK 3,059,998, resulting in the issuance of 3,059,998 Underwriting Fee shares (the “Underwriting Fee Shares”), and (iv) the Consent Fee, in an amount equal to 5.00 per cent of the outstanding nominal amount of each Initial Bond after elevation and D2E write-down, amounting to approximately SEK 8,524,717, resulting in the issuance of 8,524,717 Consent Fee shares (the “Consent Fee Shares”, and together with the D2E Shares, the Upfront Fee Shares and the Underwriting Fee Shares, the “New Shares”). The Board of Directors of the Company has today, in accordance with what has previously been communicated, resolved on the Set-off Issue to set off the above claims against the New Shares in the Company. All New Shares have been subscribed for and allotted to the Bondholders in accordance with the terms of the Written Procedure.
The Board of Directors believes that it is favourable for the Company's financial position to take advantage of the possibility to settle the D2E, the Upfront Fee, the Underwriting Fee and the Consent Fee in the form of shares instead of cash payment. The reason for the Board of Directors' resolution to deviate from the shareholders' preferential rights is to fulfil the obligations that the Company has undertaken within the framework of the Written Procedure regarding the Company’s outstanding bonds and the new capital structure resolved upon thereby, and to enable a strengthening of the Company's balance sheet by reducing the Company's indebtedness.
The subscription price in the Set-off Issue was SEK 1.00 per share. The subscription price has been determined by the Board of Directors through arm's length negotiations with the Bondholders, whereby the Board of Directors has taken into account several factors such as the market situation, the Company's financing needs, alternative cost for other financing, customary discount for issues and assessed market interest for an investment in the Company. The subscription price also corresponds to the subscription price in the Investor Share Issues resolved upon and approved by the EGM. It is the Board's assessment, based on the above factors, that the subscription price reflects current market conditions and current demand and is thus market-based.
Allotment of shares in the Investor Share Issues
In addition, the Board of Directors has today resolved on the allotment of shares in the Directed Issue I (31,749,760 shares to PRS1 ApS and MB Holding Køge ApS, of which SEK 31,749,760 have been paid by way of set-off against outstanding claims under subordinated loan arrangements with the Company), the Directed Issue II (7,500,000 shares to PRS1 ApS) and the Directed Issue III (11,350,000 shares to certain current and previous board members, of which SEK 200,000 have been paid by way of set-off against outstanding claims with the Company), each as resolved upon and approved by the EGM. All shares in the Investor Share Issues have been subscribed for and allotted to the respective subscribers.
Shares and share capital
Through the Set-off Issue and the Investor Share Issues, the Company's share capital will increase by SEK 6,242,730.65 through the issuance of 124,854,613 new shares. The Set-off Issue and the Investor Share Issues entail a dilution of approximately 80.49 per cent of votes and capital based on the total number of outstanding shares in Magle Group after the Set-off Issue and the Investor Share Issues.
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of an offer, to acquire or subscribe for any securities in Magle Group in any jurisdiction, neither from Magle Group nor from anyone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. In any EEA member state, this announcement is only addressed to and is only directed at "qualified investors" in that member state within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US 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 is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
The Company considers that it conducts protection-worthy activities under the FDI Act. This means that investors who achieve certain influence in the Company may need to notify investments in the Company to and obtain approval from the ISP before such an investment can be conducted. Each investor should consult with an independent legal advisor as to the possible application of the FDI Act in relation to the share issues for the individual investor. For more information, please visit ISP's website, www.isp.se, or contact the Company.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market rule book for issuers.
Contacts
Aaron Wong, Interim CEO, CFO, phone +46 (0)76 664 35 79, aaron.wong@maglegroup.com
About Us
The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. Today, the Group includes two operational areas. Magle Chemoswed – a contract manufacturing organization (CMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle Biopolymers A/S - a specialized manufacturing organization of Dextran technology. Learn more on www.maglechemoswed.com and www.maglegroup.com and www.maglebiopolymers.com
Redeye Nordic Growth AB is the company's Certified Adviser.