In order to provide Novestra with the capital resources to take advantage of a number of potential investment possibilities under current market conditions, Novestra’s Board of Directors has decided to increase the company’s capital through a preferential rights issue. The rights issue has been guaranteed in full by the company’s largest shareholders Laxey Partners and Deutsche Bank as well as W. Thorpe McKenzie and Theodor Dalenson.
The issue of a maximum of 7 796 993 shares will be made at a subscription price of SEK seven per share, which will provide the company with a maximum of approximately MSEK 54, prior to transaction costs. Together with existing funds, this means that, Novestra will have approximately MSEK 100 for new investments at its disposal.
“We have evaluated a number of new investment possibilities that we consider attractive and, since we have no additional capital need in our current private equity portfolio, we will be able to invest up to approximately MSEK 100 in new companies during the upcoming year,” Novestra’s Managing Director, Peter Ekelund, says.
“We also expect conditions to be favourable to dispose of some of the current holdings in our portfolio during the upcoming two years, as valuations of small and medium sized companies recuperate,” Peter Ekelund continues.
“Novestra has successfully restructured its portfolio over the last two years supporting the companies in its portfolio and is now starting to collect the benefits with substantial growth potential. It has been important that Novestra has had the resources to develop these companies and we are excited about the potential to expand the portfolio further with a capital infusion. This is a good time to have the firepower,” says Colin Kingsnorth, Chairman of Laxey Partners Limited, the value investor and largest shareholder of Novestra.
For further information please contact Mr Peter Ekelund, Managing Director, phone No. +46 8 545 017 50.
About AB Novestra
Novestra is an independent venture capital investment company with focus on investments in growth companies in the U.S. and Sweden. Novestra’s portfolio of companies includes Explorica, Inc., MyPublisher, Inc., Netsurvey AB, Qbranch AB and Strax Holdings, Inc. as well as the co-investment vehicle Continuum Group Ltd. In addition, Novestra has minor holdings in i.a. DCM AB and Modul 1 Data AB (publ.). Novestra’s shares are listed on the O-List of Stockholmsbörsen.
For information regarding AB Novestra, please see www.novestra.com


The rights and the new shares have not been and will not be registered under the United States Securities Act of 1933 or under the securities laws of any state of the United States. Therefore, neither the rights nor new shares may be offered or sold, renounced, taken up or delivered, directly or indirectly, in the United States except pursuant to an exemption from registration. The company reserves the right to treat as invalid any offering document that appears to the company or its agents to have been executed in or dispatched from the United States, Canada, Australia or Japan.
NOVESTRA’S BOARD OF DIRECTORS DECIDES ON FULLY GUARANTEED PREFERENTIAL RIGHTS ISSUE
• On September 3, 2003, the Board of Directors of AB Novestra (“Novestra”) decided to launch a rights issue, on preferential terms, for existing shareholders, subject to the approval of an Extraordinary General Meeting to be held on September 22, 2003
• The rights issue will amount to a maximum of approximately MSEK 54 prior to transaction costs
• The subscription price is SEK seven per share
• Existing shareholders have the right to subscribe for one new share for each three
shares held
• The rights issue has been fully underwritten by the four largest shareholders, Laxey Partners, W. Thorpe McKenzie, Deutsche Bank and Theodor Dalenson (the “Guarantors”). The Guarantors have undertaken to subscribe with preferential rights their respective share of the rights issue as well as to subscribe for the shares not subscribed for by other shareholders. As at September 3, 2003, the Guarantors held 47.7 percent of the capital and votes in Novestra.
Background and reasons
Novestra’s decision to focus its portfolio on the companies with best conditions to obtain sustainable profitability and growth has during 2003 began to show results. All portfolio companies expect to be able to show continued growth and improved result for the full year. With present market conditions, all of the directly or indirectly held non-public portfolio companies, with the exception of the indirect holding in B2 Bredband AB, are expected to show positive results for the full year 2003. During the last years, the investment operations have mainly been focused on increasing the ownership in current companies.
As stated in the company’s interim report for the period January 1 – June 30, 2003, Novestra has analyzed a number of potential investments and is continuously evaluating the possi- bilities of investing in new portfolio companies, if and when the company’s capital base allows it. As a result of these evaluations, Novestra has observed that there are several interesting companies in the Nordic region, both non-public and public, with competitive products and services, where investments can be made at attractive valuations. With a strong capital base and active involvement, Novestra can be a very attractive partner for many growth companies that today lack long-term and active owners.
The Board of Directors of Novestra has decided on a rights issue, on preferential terms,
for existing shareholders in order to take advantage of the increased number of investment opportunities. The rights issue has been fully underwritten by the company’s four largest shareholders. The proceeds from the rights issue will, together with Novestra’s current cash and cash equivalents, provide for a base for investments of, in total, approximately
MSEK 100.
The objective is to invest and thereby obtain an ownership of 5 – 40 percent in four to six new small and medium sized companies with good growth opportunities and to maintain Novestra’s low administrative expenses. At the same time, Novestra expects that the conditions to dispose of some of its current holdings in the portfolio will get more favourable during the upcoming two years. Novestra estimates that the current investment climate offers favourable conditions for a good value growth for the company’s shareholders.
Rights issue
On September 3, 2003, the Board of Directors of AB Novestra decided to launch a rights issue, on preferential terms, for existing shareholders, subject to the approval by the Extraordinary General Meeting, whereby the number of shares in Novestra may come to increase by no more than 7 796 993 shares from 23 390 980 shares to a maximum of 31 187 973 shares.
The rights issue will increase the share capital by no more than SEK 7 796 993, from
SEK 23 390 980 to a maximum of SEK 31 187 973. The company expects to raise a maximum of approximately MSEK 54, prior to transaction costs. The rights issue is subject to approval by an Extraordinary General Meeting to be held on September 22, 2003.
The rights issue has been fully underwritten by the four largest shareholders, Laxey Partners, W. Thorpe McKenzie, Deutsche Bank and Theodor Dalenson, who have undertaken to subscribe with preferential rights their respective share of the rights issue as well as to subscribe for the shares not subscribed for by other shareholders. Subject to the approval by the Extraordinary General Meeting, the Guarantors will receive a guarantee commission of, in total, approximately SEK 3.3 million in cash, corresponding to six percent of the total amount guaranteed. The guarantee commission will be divided between the Guarantors in relation to the size of their respective guarantee. The Guarantors held 47.7 percent of the capital and votes in Novestra as at September 3, 2003.
Terms in brief
Terms in brief and time schedule for the rights issue are stated below.
• Existing shareholders have the right to subscribe for one new share for each three shares held at a subscription price of SEK seven per share.
• The record date for receipt of subscription rights is September 26, 2003. Consequently, the last date for trading in the Novestra shares, including subscription rights,
is September 23, 2003.
• Trading in subscription rights is expected to take place during the period October 2 – October 14, 2003.
• The subscription period is October 2 – October 17, 2003.
• Prospectus and issue statement will be distributed to the company’s shareholders
beginning on or about September 30, 2003.
Extraordinary General Meeting
The Board of Directors’ decision on a rights issue is subject to approval by the Extraordinary General Meeting on September 22, 2003. For further information regarding the Extraordinary General Meeting in Novestra please refer to the separate notice which will be made public on or about September 5, 2003.
Danske Markets Corporate Finance, a division within Danske Bank, is financial advisor to Novestra in connection with the rights issue.


The rights and the new shares have not been and will not be registered under the United States Securities Act of 1933 or under the securities laws of any state of the United States. Therefore, neither the rights nor new shares may be offered or sold, renounced, taken up or delivered, directly or indirectly, in the United States except pursuant to an exemption from registration. The company reserves the right to treat as invalid any offering document that appears to the company or its agents to have been executed in or dispatched from the United States, Canada, Australia or Japan.