Contemplated placement of existing shares in RaySearch Laboratories AB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE OR MAY BE UNLAWFUL. PLEASE REFER TO THE SECTION "IMPORTANT NOTICE" AT THE END OF THIS PRESS RELEASE.

STOCKHOLM, March 18, 2025 /PRNewswire/ -- The CEO, Founder and Board member of RaySearch Laboratories AB, Johan Löf (the "Seller"), announces his intention to sell approximately 2 million class B shares in RaySearch Laboratories AB (publ) ("RaySearch Laboratories" or the "Company"), corresponding to approximately 6 per cent of the total shares of the Company (the "Placing Shares") through a placing to institutional and other qualified investors (the "Placing").

The Placing is being conducted by way of an accelerated bookbuilding, which will be launched immediately following this announcement. Skandinaviska Enskilda Banken AB (publ) ("SEB") is acting as Sole Global Coordinator and Bookrunner on the transaction.

The Placing Shares will be converted from class A shares with the conversion being completed prior to settlement of the Placing. If all Placing Shares are sold, the Seller will hold approximately 3.4 million class A shares and 68,393 class B shares in the Company following the Placing, corresponding to approximately 10 per cent of the total shares and approximately 40 per cent of the votes in the Company. The Seller reserves the right, at his own discretion, to decide the number of shares to be sold, if any, in the Placing.

The Company's class B shares are listed on Nasdaq Stockholm, under the ticker RAY B.

Johan Löf founded RaySearch Laboratories in 2000 and is since its CEO and part of the Board. Over the last 25 years, Johan Löf has made some sell-downs but limited in size in relation to his overall ownership in the Company. The Placing is initiated for the purpose of providing liquidity to the Seller. Johan Löf remains highly committed to the Company and as such has entered into a 500-day lock-up commitment with SEB for his remaining shares in RaySearch Laboratories. Johan Löf will remain in his role as CEO as well as a Member of the Board of Directors of the Company.

The price and the total number of Placing Shares being sold in the Placing will be determined through the accelerated bookbuilding process carried out by SEB. The bookbuilding will commence immediately following the publication of this announcement and end before the commencement of trading on Nasdaq Stockholm on 19 March 2025. The bookbuilding may be cancelled, shortened or closed at any time on short notice at the sole discretion of SEB and the Seller. Further announcements will be made following completion of the bookbuilding.

SEB acts as Sole Global Coordinator and Bookrunner and Mannheimer Swartling acts as the Company's legal advisor and Baker & McKenzie Advokatbyrå acts as the Seller's legal advisor.

This information is information that RaySearch Laboratories AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 17:31 CET on the 18 March, 2025.

For additional information, please contact:

Johan Löf, CEO and Board Member

Phone: +46 70 683 79 35

Email: [email protected]

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN CANADA, JAPAN OR AUSTRALIA OR ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 (AS AMENDED OR SUPERSEDED, THE "PROSPECTUS REGULATION"). THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 (E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS").

IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION'') WHO ARE (I) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER, AND/OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE ORDER, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.

IN CONNECTION WITH THE SHARE SALE, SEB AND ANY OF ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT SUCH SHARES. IN ADDITION, SEB OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH SEB (OR ITS AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. SEB DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

SEB IS ACTING ON BEHALF OF THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE SHARE SALE AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF SEB OR FOR PROVIDING ADVICE IN RELATION TO THE SHARE SALE.

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SOURCE RaySearch Laboratories