Recipharm successfully places SEK 1,000m senior unsecured convertible bonds


NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW.
Recipharm AB (publ) (“Recipharm” or the “Company”) announces today the
successful placement (the “Offering”) of SEK 1,000 million senior unsecured
convertible bonds due 2021 (the “Bonds”). The Bonds will be convertible into new
Class B shares of the Company.

Recipharm intends to use the net proceeds from the Offering to take advantage of
current attractive market conditions to fund potential external growth
opportunities whilst diversifying its sources of financing.

The Bonds will carry a coupon of 2.75% per annum, payable semi-annually in
arrear on 6 April and 6 October in each year, with the first interest payment
date being 6 April 2017, and have a conversion price set at SEK 181.955 which
represents a 30% premium over the volume-weighted average price of the Recipharm
Class B share on Nasdaq Stockholm between launch and pricing of the Offering
today.

The Bonds will be issued and redeemed at 100% of their principal amount and
will, unless previously redeemed, converted or purchased and cancelled, mature
on 6 October 2021. Recipharm has the right to redeem all but not some of the
Bonds at any time on or after the third anniversary plus 15 days following the
issue date at 100% of their principal amount together with accrued interest if
the volume-weighted average price of the Class B shares on Nasdaq Stockholm
exceeds, for a specified period of time, 130% of the conversion price.

Settlement and delivery of the Bonds is expected to take place on 6 October 2016
(the “Settlement Date”).

Recipharm intends to make an application for the convertible bonds to be
admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock
Exchange prior to the first interest payment date.

Recipharm has agreed to a lock-up for a period commencing on pricing and ending
90 calendar days from the Settlement Date, subject to customary exceptions.

The Bonds were placed through a book building process with institutional
investors outside the United States in reliance on Regulation S under the U.S.
Securities Act of 1933, as amended, and in accordance with applicable securities
laws, rules and regulations.

The reason for the deviation from the shareholders’ preferential rights is to
enable the Company in a time efficient way to take advantage of current
attractive market conditions to fund potential external growth opportunities
whilst diversifying its sources of financing. The Offering was directed at
institutional investors only, and in line with market practice for convertible
bond transactions in Europe, the Bonds were marketed principally to European
institutional investors who have specialised knowledge of such instruments.

Crédit Agricole Corporate and Investment Bank and Jefferies International
Limited acted as Global Coordinators and Joint Bookrunners on the Offering.
Swedbank AB (publ) acted as Co-Lead Manager.

For further information please visit
www.recipharm.com (https://www.recipharm.com/investor-relations) or contact:

Thomas Eldered, CEO, thomas.eldered@recipharm.com, +46 8 602 52 10
Björn Westberg, CFO, ir@recipharm.com, +46 8 602 46 20

This information is information that Recipharm AB is obliged to make public
pursuant to the EU Market Abuse Regulation. This information was submitted for
publication, through the agency of the contact persons set out above, on 29
September 2016, at 18:00 am CET.

About Recipharm
Recipharm is a leading CDMO (Contract Development and Manufacturing
Organisation) in the pharmaceutical industry employing some 3,500 employees.
Recipharm offers manufacturing services of pharmaceuticals in various dosage
forms, production of clinical trial material and APIs, and pharmaceutical
product development. Recipharm manufactures several hundred different products
to customers ranging from Big Pharma to smaller research- and development
companies. Recipharm’s turnover is approximately SEK 5.0 billion and the Company
operates development and manufacturing facilities in France, Germany, India,
Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered
in Jordbro, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq
Stockholm.
For more information on Recipharm and its services, please visit
www.recipharm.com

DISCLAIMER

NO ACTION HAS BEEN TAKEN BY THE ISSUER THE GLOBAL COORDINATORS AND JOINT
BOOKRUNNERS AND THE CO-LEAD MANAGER (TOGETHER, THE ”BOOKRUNNERS”) OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR
POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY
MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE
IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED
BY THE ISSUER AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE,
ANY SUCH RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND
DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS
WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY
TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS
RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS
WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN
THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO
(A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN
INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S PUBLICLY AVAILABLE
INFORMATION. NEITHER THE BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES
ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER’S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED
OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY
UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”). NONE OF THE
ISSUER OR THE BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF
THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING
TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III)
THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO
COMPETING INVESTMENTS.

THE BOOKRUNNERS ARE ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN CONNECTION
WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNERS OR FOR PROVIDING ADVICE IN
RELATION TO THE SECURITIES.

 EACH OF THE ISSUER, THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY
DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY
STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
Recipharm AB (publ)
Corporate identity number 556498-8425
Address Lagervägen 7, SE-136 50 Jordbro, Sweden, Telephone 46 8 602 52
00, Fax 46 8 81 87 03
www.recipharm.com

Attachments

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