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Hansa Medical’s Board of Directors has resolved on a directed share issue of SEK 545 million

11/29/2017

NOT FOR DISTRIBUTION IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA OR JAPAN.

The Board of Directors of Hansa Medical AB (publ) (“Hansa Medical” or the “Company”) has resolved, subject to the approval by shareholders at an Extraordinary General Meeting (the “EGM”), on a directed new issue of 2,752,526 shares (the “Directed Share Issue”), which is expected to raise proceeds to the Company of SEK 545 million before issue costs.

The intention to carry out the Directed Share Issue was announced on November 29, 2017 after market close. The Board of Directors has now resolved, subject to the approval by shareholders at an EGM, on such issue to a number of selected international and Swedish reputable long-only investors and international sector specialist funds, on the basis of an accelerated bookbuilding process conducted by Evercore, RBC Capital Markets and SEB. The Company intends to publish a notice convening an EGM shortly, which is expected to be held around December 22, 2017.

In total, 2,752,526 new ordinary shares will be issued at a subscription price of SEK 198. Accordingly, the directed issue is expected to raise proceeds to the Company of SEK 545 million before issue costs.

“We are in a strong and unique position in our development of novel immunomodulatory enzymes. Recently published data in The New England Journal of Medicine demonstrates that IgG elimination with our lead candidate IdeS is very promising within transplantation,” says Ulf Wiinberg, Acting CEO.

“Our vision is to become a world leading IgG-modulating company and bring our products to patients within a variety of conditions where IgG plays a key role in disease progression or forms a barrier for patients to receive appropriate treatment.”

The Company intends to use the proceeds from the Directed Share Issue to fund the continued development of the Company’s existing product portfolio. The proceeds will enable the Company to finalize its ongoing clinical studies with IdeS in the lead indication highly sensitized kidney transplantation and to prepare for market approval in both the US and EU. In parallel, the Company plans to pursue clinical studies in related transplant indications and in selected acute autoimmune diseases. The proceeds will furthermore enable continued investments into the Company’s development of the next generation of IgG-eliminating enzymes for repeat dosing. The Company also intends to further investigate the applicability of its immunomodulatory enzymes in oncology. The proposed equity raise is anticipated to provide funding for the next two years.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company shall, in a timely manner, be able to secure the Company’s capital need for the operations, as well as to broaden the ownership structure of the Company with institutional investors.

The directed issue, if approved, will result in an increase of the number of shares in Hansa Medical by 2,752,526, from 35,455,860 to 38,208,386, and an increase of the share capital by SEK 2,752,526, from SEK 35,455,860 to SEK 38,208,386, resulting in a dilution of approximately 7.76 per cent for Hansa Medical’s existing shareholders after the directed issue. The directed issue is conditional upon the EGM having approved the directed issue no later than January 5, 2018 and the capital increase having been registered by the Swedish Companies Registration Office (Sw. Bolagsverket) no later than January 9, 2018.

Shareholders representing approximately 44.4 per cent of the shares and votes in Hansa Medical, including Nexttobe, AFA Försäkring, Thomas Olausson, Handelsbanken Fonder and Gladiator, have undertaken to vote in favour of the directed issue at the EGM and not to dispose of any such shares prior to the EGM. Subject to customary exceptions, management and board members of the Company have agreed to a lock-up until the period ending 90 days after approval at the EGM of the new issue.

Evercore, RBC Capital Markets and SEB have acted as Joint Bookrunners and Zonda Partners have acted as financial adviser to Hansa Medical. Vinge has acted as legal adviser to Hansa Medical and White&Case has acted as legal adviser to the banks in connection with the issue.

For further information, please contact:
Hansa Medical AB (publ)
Emanuel Björne, Vice President Business Development and Investor Relations
Mobile: +46 70 717 5477
E-post: emanuel.bjorne@hansamedical.com

Max Sakajja, Vice President Corporate Strategy
Mobile: +46 76 722 2062
E-mail: max.sakajja@hansamedical.com

www.hansamedical.com

This is information that Hansa Medical 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 23.00 CET on November 29, 2017.

About Hansa Medical AB (publ)
Hansa Medical is a biopharmaceutical company developing novel immunomodulatory enzymes for transplantation and acute autoimmune diseases. The lead product, IdeS, is a proprietary antibody-degrading enzyme currently in late-stage clinical development for kidney transplant patients, with significant potential for further development in other solid organ transplants and in acute autoimmune indications. The company also has a strong pipeline of preclinical projects that may provide a second wave of potential drugs. Under the project name NiceR, novel immunoglobulin cleaving enzymes are developed for repeat dosing with the objective of applying the Hansa Medical technology in relapsing autoimmune diseases and oncology. Hansa Medical is based in Lund, Sweden, and its shares are listed on Nasdaq Stockholm (ticker: HMED).

IMPORTANT INFORMATION
This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.

The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Hansa Medical AB does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

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