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2015-11-06

AroCell: Announcement of fully guaranteed preferential rights issue of approximately 52.2 MSEK.

The Board of Directors of AroCell AB has resolved on November 5, 2015
after the closing of the stock exchange, with support of the decision
taken at the Annual General Meeting, a preferential rights issue of
maximum 5 213 546 shares. Full subscription of the preferential
rights issue will provide AroCell with a maximum of MSEK 52.2 before
issue expenses. The company has received subscription undertakings
from members of the board of directors, management and the company's
largest shareholders, and signed agreements accordingly to fully
guarantee the preferential rights issue. Additionally, investors
without preferential rights are also given the opportunity to
subscribe in this issue. AroCell also announces the intention of
application to list the company shares for trade on the Nasdaq First
North exchange during the first 6 months of 2016.

Comments from Jan Stålemark, CEO
AroCell has now achieved an historical milestone. Our TK 210 ELISA
test kit has been fully developed, achieved the CE-mark and is now
commercially available, primarily for research and clinical
development. It is the first and only ELISA-kit on the market that
can measure TK 1-protein in serum from a standard blood sample. This
fully enables us to initiate the next step in our plan - the critical
and final clinical validation to confirm the clinical value of our
product. We have already demonstrated how well the product has worked
in smaller clinical studies, and established that the sensitivity is
now sufficient to be used for several different types of cancers. The
clinical development and validation is necessary in order to launch
the product on the global in vitro diagnostic cancer market.

Our product addresses several clinical needs, including early
detection and prognosis of cancer, monitoring and optimization of
cancer treatment, and follow-up post treatment to identify disease
relapse. This is made available in a comfortable manner to the
patient by means of a simple blood test. Analysis of the TK 210 ELISA
tests is conducted in a standard manner on established equipment
which is available in all modern clinical chemical laboratories. No
special training of laboratory staff is required as the method of
analysis is already standardized.

Our objective is to introduce a fully validated TK 210 ELISA on the
global in vitro diagnostic market. In parallel with initiating the
clinical validation we are also proceeding with marketing and initial
sales of TK 210 ELISA, primarily to the clinical research customer
segment.

We have determined that this preferential rights issue will provide us
with enough resources to complete the clinical development of TK 210
ELISA and will create significant value for an established in vitro
diagnostic company in the large and rapidly-changing market of cancer
diagnostics.

Our intention of changing the share listing to the Nasdaq First North
exchange is to provide AroCell with a greater exposure in order to
attract institutional and international investors.

Motive for the preferential rights issue

AroCell registered TK 210 ELISA for CE mark at the Swedish Medical
Products Agency in September 2015. The CE mark is a symbol of quality
and is an essential step for the continued clinical validation need
to obtain full clinical acceptance and commercial launch of a
diagnostic product. AroCells objective is to prepare and launch the
CE-marked TK 210 ELISA product for measurement of concentration of TK
1-protein in serum during the fourth quarter of 2015. TK 1 is a
biomarker for unregulated cell turnover within the body, for example
in progressive diseases such as cancer.

AroCell intends to initially utilize the preferential rights equity
for clinical studies to establish clinical evidence for TK 210 ELISA,
and thereafter for optimization and continued development of the
product to achieve even better performance and quality, and to
optimize the production process to reduce production costs, as well
as establish TK 210 ELISA in health care reimbursement systems and
for marketing and sales activities.

Subscription and guarantee obligations

Subscription agreements for approximately 3.9 MSEK (from members of
the board of directors, management and larger shareholders) and
guarantee agreements for approximately 48.3 MSEK have been received.
The subscription and guarantee obligations amount to approximately
52.2 MSEK therewith, comprising a fully guaranteed preferential
rights issue. Equity however has not been verified in advance. The
guaranteed issues comprise a total compensation of approximately 3.9
MSEK.

Summary of rights issue
* The subscription period will run from 18 November 2015 to 2 December
2015

* The subscription price amounts to 10.00 SEK per share, brokerage
fees will not be charged.

* Record date for participation in the rights issue with preferential
rights is November 13, 2015. Each share in AroCell on the record date
entitles to one (1) subscription right. Nine (9) subscription rights
entitle to subscription of two (2) new shares.

*Record date for participation is November 13, 2015. The last date of
share trading including right to obtain preferential subscription is
11 November 2015, and the first day excluding right to obtain
preferential subscription is November 12, 2015.

*Trading in subscription rights will take place on the AktieTorget
exchange during the period of November 18-30 2015.

*Trading in paid subscribed shares will take place on the AktieTorget
exchange during the period from November 18 2015 until the rights
issue has been duly registered at the Swedish Companies Registration
Office. This registration is calculated to take place in mid-January
2016.

*The total number of shares in the rights issue comprises 5 213 546
shares.

*The total number of shares prior to the rights issue comprises 23 460
960 shares.

Conditions and instructions as well as additional information
pertaining to subscription agreements and grantees will be published
in a prospectus that will be made available at the introduction of
the subscription period.

Redeye AB are acting as financial advisors in connection with the
preferential rights issue. The company has also authorized Corpura AB
as advisors. Fredersen Advokatbyrå AB is acting as legal advisor to
AroCell AB.

For further information:

Jan Stålemark, CEO
AroCell AB (pub)
Tel: +46-706696206
info@arocell.com
www.arocell.com

About AroCell AB (publ)
AroCell AB is a Swedish company that develops standardized modern
blood tests to support the prognosis and follow up of cancer
patients. AroCell's new technology is based on patented methods to
measure TK1 protein levels, which provide valuable information about
the speed of cell turnover. A tumor has high cell turnover (speed of
cell division and cell death) and as a result TK1 can be detected in
the blood with a simple laboratory test, called TK 210 ELISA. The
test provides valuable clinical information for prognosis and
optimization of treatment strategy. The test may also be used for
monitoring disease relapse. For more information, please see
www.arocell.com . AroCell AB is listed at AktieTorget and has about 2
300 shareholders.

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http://news.cision.com/arocell/r/announcement-of-fully-guaranteed-prefer...
http://mb.cision.com/Main/1010/9862292/441072.pdf

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