Important information in English about the transfer to Nasdaq First North

New exchange: Nasdaq First North

FluoGuide is moving from Spotlight to Nasdaq First North. Shareholders are strongly encouraged to make sure they will be able to freely trade their shares in the future.

New exchange: Nasdaq First North

Important information in English about the transfer to Nasdaq First North

Follow this process to ensure that your shares can be traded in the future

Background

FluoGuide plans to be listed on Nasdaq First North in Sweden. This means that FluoGuide’s share (FLUO) will no longer be listed on the Spotlight Stock Market, Danish Branch (“Spotlight”).

FluoGuide has advanced rapidly since its IPO. The change of listing venue is a natural consequence of this. It will also provide optimal conditions for continuing the positive development of the company and the company’s opportunities to help many patients around the world.

In order to trade your FLUO shares on Nasdaq First North in Sweden, they must be registered with Euroclear Sweden.

Process for shareholders with FluoGuide shares in a deposit at Avanza, Nordnet or Nordea (Denmark)

You do not have to do anything. Avanza, Nordnet and Nordea (in Denmark) facilitates the process fully automated.

Your FluoGuide shares listed on Spotlight, traded in DKK, will be withdrawn from your depository and instead you will receive the same number of shares, listed on Nasdaq First North Sweden.

The new shares will be traded in SEK.

(Avanza has been added after the first announcement of the change of listing venue.)

Process for shareholders with FluoGuide shares in all banks other than Avanza, Nordnet or Nordea (Denmark)

You must submit an acceptance form to your bank before 18 February to register your shares in Euroclear Sweden.

Your bank will then arrange for the needed registration at no cost to you. Alternatively, you will keep your rights as shareholder but will lose the ability to trade your shares on a public market, unless you later register your shares with Euroclear Sweden at your own expense.

The move to Nasdaq will not have any influence on your status as shareholder, not even if you do not register your shares in Euroclear Sweden, except you can then no longer sell them on a stock exchange.

Therefore, all shareholders (except shareholders with a deposit with Nordnet or Nordea in Denmark) are encouraged to follow this process:

  1. Fill in and sign the Acceptance Form (PDF or WORD) on page two.
  2. Upload the signed form to your bank.

Then you are done. Your bank will take care of the rest of the process.

Read the acceptance form including cover letter here.

Watch video about filling out the form

 

 


FAQ: Frequently Asked Questions

Will FluoGuide become a Swedish company?

No, FluoGuide remains the same Danish company. Only the company’s share will be traded on a Swedish stock exchange in SEK, not as before in DKK.

Is part of FluoGuide moving to Sweden?

No. The company will not move to Sweden or anywhere else. FluoGuide is already collaborating today with many actors in Sweden including hospital which will also continue in the future.

Why is the company changing exchange?

FluoGuide has been through a tremendous development since its IPO in 2019. In the next phase of the development of FluoGuide it is important to create the best opportunities to be able to help patients around the world. Moving from Spotlight on to an exchange in the NASDAQ family is a natural thing to do in order to support a further exciting development the coming years.

Why is the company moving to Swedish First North?

The infrastructure in Sweden to support companies of FluoGuide’s size is still better than in Denmark. FluoGuide has carefully examined different options and found the Swedish exchange to be a natural next step for us. We have since the IPO benefitted from being able to utilize the best aspects of Denmark and Sweden and we will continue to seek the best options to develop FluoGuide broad and fast for the benefit of patients and shareholders.

Does the company recommend that I complete and submit the acceptance form, so I can trade my FluoGuide shares on Nasdaq First North in the future?

Yes, absolutely. The company’s opinion is that it will be in your best interest, both because you are able to easily trade your shares but also to support the company best possible. The faster the shareholders register their shares in Euroclear Sweden the better, as all shareholders will then benefit from best possible liquidity in the share. The registration of your shares in Euroclear Sweden is free if you keep within the proposed deadline.

Can I fill out all the paperwork associated with the acceptance form myself?

No. As a shareholder, you will need to fill out the second page titled “TO BE COMPLETED BY THE SHAREHOLDER”, and thereafter submit it to your bank or stockbroker. Thereafter, your bank or stockbroker will, in collaboration with a Settlement Agent appointed by FluoGuide, handle the further administrative process.

Will FluoGuide charge its shareholders a fee, a commission or any other means of payment based on this transaction?

No.

Will my bank charge a fee?

If you are a customer of Nordnet or Nordea (Denmark), no fee will be charged.
If you are a customer of another bank, the answer is that you will most likely not be charged a fee.

Does the registration of the shares in Euroclear Sweden trigger any taxation obligations?

For private investors in Denmark who own their shares personally: According to the legal opinion by FluoGuide’s legal counsel, there is no taxation triggered by the share registration following the proposed process as the owner of the shares do not change during the transition period. It is also worth noticing for some shareholders that for tax purposes that both Spotlight and Nasdaq First North in Sweden are not considered to be regulated markets. That being said, special individual situations could exist, why this answer cannot be relied upon as tax advice and may only be used for general information purposes. Investors should seek individual tax advice if they want full certainty regarding possible personal tax implications of the share registration.
For all other shareholders: Please consult your tax advisor regarding any questions you may have.

What happens if I do not submit the acceptance form in due time?

You will no longer be able to sell your FluoGuide shares on a stock exchange when FluoGuide is no longer listed on Spotlight. You will still own the shares, and they will still be registered in VP Securities. You will maintain all rights as shareholder in FluoGuide A/S, but you will first again be able to trade your shares when you, at your own cost, get your share registration changed from VP Securities A/S to Euroclear Sweden AB.

When is the deadline for submitting the acceptance form?

The acceptance form must be submitted to your bank or stockbroker before 18 February 2021 at 12.00 CET. Some banks has other deadlines and you may be contacted by your bank

When is the last day the FluoGuide share is traded on Spotlight?

The last day of trading on Spotlight is 15th of February 2021.

When is the first day the FluoGuide share is traded on Nasdaq First North?

The first day of trading on Nasdaq First North Sweden is expected to be on 24 February 2021.

Can FluoGuide shares be traded during the transition period in between the last day of trading on Spotlight and the first day of trading on Nasdaq First North?

No.

How long will it not be possible to trade the FluoGuide shares?

We expect the period to be around five days. That being said, it could be down to a few days only, and it is highly unlikely it will be more than 10 days.

Why did I only get such a brief and formal letter from FluoGuide?

If at all possible, you will receive either a digital or paper letter from FluoGuide regarding this need for registration in Euroclear Sweden. FluoGuide does not have the contact information of all shareholders and in order to reach as many investors as possible with the information about the change of listing venue, we choose to distribute the information though a distribution service provided by VP Securities. In this manner, we are able to reach even investors with shares in anonymous nominee deposits, who are unknown to the company. A constraint was that we could not add names to the letter, and that the letter had to be very short to fit the available format offered by VP Securities and E-boks. As a consequence, the letter had to be impersonal and very brief.

What is my “VP account number” as mentioned on the acceptance form?

If you write the number of the deposit/account in which you hold your FluoGuide shares it will be sufficient. Formally, your VP account number is 15 digits, with several zeros in front of your deposit/account number. However, you may leave out the zeros in the acceptance form.

What is a custodian bank as mentioned on the acceptance form?

The financial institution that hold your shares, meaning the bank or stockbroker where you have an account for buying and selling your shares (this is e.g., Saxobank, Danske Bank, Handelsbanken etc.).

What should I list as “No. of shares” on the acceptance form?

The amount of FluoGuide shares you own when you submit the form and will continue to own throughout the time period it takes for FluoGuide to change the company’s listing venue from Spotlight to Nasdaq First North. The number of shares you own is listed in your deposit overview.

What does “Right holders registered” mean in the acceptance form?

ormally you can just write “NO”. However, you need to write “YES” if someone other than you hold rights over your shares. Such cases may be if another party has the right to purchase your shares at a certain price, on a certain time etc. If you have not entered into such a type of legal agreement, please write “NO”.

What should I put as my registration no./personal ID no. in the form?

If you are investing as a private individual, and is living permanently in Denmark or Sweden, please list your national ID number, known as “personnummer” in both countries. If you invest through a company, please list your company’s tax identification number (TIN). If you fall outside these categories, please, list your passport number or other relevant national ID number.

To whom should the acceptance form be submitted?

The acceptance form should be submitted to your bank or stockbroker hosting your share deposit.

Will the change of listing venue cause a decrease in share price as the currency is changed from DKK to SEK?

There will be no changes to number of shares or nominal value of the FluoGuide share, so the value of FluoGuide should remain the same regardless of where and in which currency its share is traded.

Nasdaq First North Sweden is the leading trading platform for biotech companies in Scandinavia and in practical terms, characteristics related to the exchange may impact the share price, e.g. the reputation of the exchange and the number of shareholders who can trade on the exchange. It is expected that those by far will outweighs a possible negative perception of the trading currency by moving the trading of FluoGuide share to First North Growth Market in Sweden using SEK as the trading currency.

Will the change of listing venue cause a decrease in share price as the currency is changed from DKK to SEK?

There will be no changes to number of shares or nominal value of the FluoGuide share, so the value of FluoGuide should remain the same regardless of where and in which currency its share is traded.
Nasdaq First North Sweden is the leading trading platform for biotech companies in Scandinavia and
in practical terms, characteristics related to the exchange may impact the share price, e.g. the reputation of the exchange and the number of shareholders who can trade on the exchange. It is expected that those by far will outweighs a possible negative perception of the trading currency by moving the trading of FluoGuide share to First North Growth Market in Sweden using SEK as the trading currency.

Got questions?

Do you have unanswered questions?
Please, contact FluoGuide:
E-mail: info@fluoguide.com

Morten Albrechtsen, adm. dir.
Phone: +45 31 22 66 60|

Henrik Moltke, CFO
Phone: +45 22 44 54 04