OptiCept Technologies: The subscription period in OptiCept's rights issue begins today

The Rights Issue in brief
On October 18, 2024, the Board of Directors of OptiCept communicated the Rights Issue in accordance with the following main terms and conditions:

• The Rights Issue comprises a maximum of 16,092,625 new shares in the Company.
• Those who were registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 8 November 2024 are entitled to subscribe for shares with preferential rights in the Rights Issue. Existing shareholders as of the record date will be granted one (1) subscription right per one (1) existing share. Sixteen (16) subscription rights entitle the holder to subscribe for five (5) shares.
• The subscription price in the Rights Issue amounts to SEK 5.00 per share.
• The Rights Issue corresponds to a valuation of OptiCept (pre-money) of approximately SEK 257 million.
• The subscription period in the Rights Issue runs from and including 12 November 2024 up to and including 26 November 2024. Subscription rights that are not exercised during the subscription period become invalid and lose their value.
• Trading in subscription rights will take place on Nasdaq First North Growth Market from and including 12 November 2024 up to and including 21 November 2024.
• Trading in BTA (Paid Subscribed Share) will take place on Nasdaq First North Growth Market from 12 November 2024 up to and including 13 December 2024.
• Upon full subscription of shares in the Rights Issue, the Company will receive proceeds of approximately SEK 80.4 million, before deduction of issue costs, which are estimated to amount to approximately SEK 12.2 million, of which guarantee compensation amounts to approximately SEK 6.2 million.
• The Rights Issue is covered to approximately 19 percent by subscription undertakings and approximately 51 per cent of guarantee commitments. The Rights Issue is thus covered to 70 percent of subscription undertakings and guarantee commitments.
• OptiCept expects to announce the outcome of the Rights Issue on or about 28 November 2024.
• If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares; secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of shares; and thirdly, to those who have provided underwriting commitments with regard to subscription of shares, in proportion to such underwriting commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

Prospectus
Complete terms and conditions for the Rights Issue and other information about the Company are set out in the EU Growth Prospectus (the “Prospectus”) published on 8 November 2024. The prospectus and subscription forms are available on the Company's website: www.opticept.se and on Aqurat Fondkommission's website: www.aqurat.se

Advisers
Corpura Fondkommission AB, www.corpura.se, is acting as financial advisor and Setterwalls Advokatbyrå AB is acting as legal advisor to OptiCept in connection with the Rights Issue. Aqurat Fondkommission AB acts as the issuing agent.

For further information, please contact:

Thomas Lundqvist, CEO
+46 73 268 05 70
Thomas.Lundqvist@opticept.se

Déspina Georgiadou Hedin, CFO
+46 76 569 78 73
Despina.georgiadou@opticept.se

About OptiCept Technologies AB
OptiCept Technologies AB (publ) provides the food and plant industry with technological solutions that contribute to a more sustainable world and enable climate-smart economic growth. OptiCept optimizes biological processes - Increased extraction from raw material, extended shelf life, reduced waste, and improved quality (taste, aroma, color, nutritional content) of the final product. 
 
The positive effects of technology increase efficiency for our customers, better products for the consumers, and minimal impact on our environment. Through patented technology in PEF (pulsed electric field) and VI (Vacuum Infusion), the technology opens up new business opportunities for the food and plant industry worldwide. OptiCept's vision is to contribute to a sustainable world by offering efficient green cutting-edge technology that is easy to use in the areas of FoodTech and PlantTech. 
 
The company is located in Lund and the share is traded on the Nasdaq First North Growth Market (ticker: OPTI). The Company’s Certified Adviser is Carnegie Investment Bank AB (publ).

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in OptiCept. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in OptiCept will only be made through the Prospectus that OptiCept has published on 8 November 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website website, www.opticept.se. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares or other securities in OptiCept. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in OptiCept have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.