OSSDSIGN IPO 2019
The information below is not directed and may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Japan, New Zealand, Singapore, South Africa, Hong Kong, Canada or any other jurisdiction where participation in the offer would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this information be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations. Terms for the Offer in Summary


Number of issued shares: 5,500,000 shares
Issue price: SEK 27.50 per share
Issue amount: SEK 151.3 million
Market capitalization: SEK 336 million pre-money
Subscription commitments: Subscription commitments in the offer amount to SEK 111.6 million
Subscription period: 3 - 17 May, 2019
Minimum subscription: 200 shares, corresponding to SEK 5,500


ABOUT OSSDSIGN

OssDsign develops and markets innovative implants for improved healing and treatment of bone defects. The foundation of the company is a patented bioceramic material that during the healing process is transformed into bone tissue. OssDsign designs, manufactures and sells patient-specific implants for the treatment of injuries and defects in the skull and face.


THE OFFER

The company was founded in 2011 and in 2012 a first generation of the implant was put to clinical use. A broader market launch was initiated in 2017 when local presence was established in Sweden, Germany and the UK. During the autumn of 2017, the company initiated its establishment in the US, the world's largest Medtech market. In 2018, the American subsidiary OssDsign Inc was formed and the set-up of an own organization was initiated. The company sees a strong growth opportunity in the US and intends to carry out significant market investments there in the coming years. In addition, OssDsign will focus on continued growth in Europe and establishment in the Japanese market.

OssDsign has implemented successful market launches and noted a significant interest in the company's products, which is manifested in rapidly rising sales over the past few years. OssDsign believes that there are promising prerequisites for establishing the company's patient-specific implants as a standard treatment for cranial and facial interventions as a result of trauma, radiation therapy, tumors, stroke or congenital defects. OssDsign’s objective is to achieve a world-leading position in patient-specific facial and cranial implants. OssDsign's objective is furthermore to achieve a rolling annual turnover that exceeds SEK 200 million at the beginning of 2023.

In order to achieve the company's objectives, significant market investments need to be carried out in the coming years and in order to finance these, OssDsign has decided to implement the imminent offer which, upon full subscription, will provide the company with SEK 139 million after transaction costs.

For further information, please refer to the Swedish prospectus prepared by OssDsign's Board of Directors in connection with the offer and admission to trading of the company's shares on Nasdaq First North.


THE OVER-ALLOTMENT OPTION

In order to satisfy any oversubscription in the issue, the company has issued an option to Erik Penser Bank, which comprises an additional maximum of 825,000 newly issued shares, corresponding to an additional SEK 22.7M. The over-allotment option may be exercised in whole or in part during 30 calendar days from the first day of trading in the company's shares on Nasdaq First North. The price for shares in the over-allotment option will be the same as the issue price in the offer. Shares in the over-allotment option are kept separate from newly issued shares in general and will only be allocated to certain selected institutional investors.


APPLICATION FOR SUBSCRIPTION OF SHARES

Subscription of shares shall be effected by completing and signing the application form which should be submitted to Erik Penser Bank on the following address:

Erik Penser Bank
Emissionsavdelningen/OssDsign
Box 7405
103 91 Stockholm
Visiting address: Apelbergsgatan 27
Phone: 08-463 80 00
Email: emission@penser.se


The completed application form shall be Erik Penser Bank at hand no later than 17:00 on May 17, 2019. Application forms sent in by mail should be sent well in advance of the last day in the subscription period.

Applying for subscription of shares may in some cases also be made directly through your nominee. In such a case, the nominee shall be contacted directly for more information on the application procedure.


ALLOTMENT

Allotment of shares is decided by the company's board in consultation with Erik Penser Bank. The primary purpose is to achieve a good distribution of ownership in order to fulfill Nasdaq First North's distribution requirements and to achieve as good a liquidity as possible as well as to achieve a desired institutional ownership base. Allotment of shares is not dependent on when the application form is submitted during the subscription period. In the event of oversubscription, allotment may be made with a lower number of shares than the application form refers to or no shares may be allotted at all. Persons who have entered into subscription commitments, institutional investors and nominee account holders may be given priority. Business contacts, employees and other parties related to OssDsign as well as clients of Erik Penser Bank may also be given priority.


NOTICE OF ALLOTMENT

Notice of allotment of shares is obtained in the form of a contract note which is expected to be sent out around May 21, 2019. Information will not be sent to those who have not been allotted shares.


SUBSCRIPTION COMMITMENTS 

OssDsign has received subscription commitments in connection with the offer from a number of private and institutional investors, including Lancelot Asset Management, Consensus Asset Management, Handelsbanken Fonder and Alto Invest. The subscription commitments amount to approximately SEK 111,6 million, corresponding to approximately 74 percent of the offer. 


LISTING ON NASDAQ FIRST NORTH

The first day of trading is scheduled for May 24, 2019.