Private placement
When shareholders contribute fresh equity capital this is known as a rights issue. If the existing shareholders are invited to subscribe for new shares, this is known as a rights issue with pre-emption rights for existing shareholders.If the new issue is directed instead to a group of intended shareholders, this is known as a private placement. A private placement means that the right to subscribe for new shares is directed to a target group rather than to all the company’s existing shareholders. It is quite normal that a new issue is directed, for example, to the general public or to the employees in a company. No rights are issued in a private placement. Instead the subscribers receive ordinary shares or paid subscription shares.
In order to ensure that a private placement is practically possible to implement, it is important that the company contacts Euroclear Sweden before a decision on private placement. In the case of a private placement, the company must engage an issuing agent for the account-keeping of the shares.
A decision on private placement is taken by a general meeting of shareholders, or the company board following a mandate from the general meeting. It is the responsibility of the company to inform the marketplace, the press and the shareholders. When the subscription time has passed, the company board must decide on the allocation of new shares. When the decision has been registered at the Swedish Companies Registration Office (Bolagsverket),
Euroclear Sweden can register the increase of capital and the new shares can be allocated to an issuing agent which keeps account of the shares in VPC accounts according to the subscription list.
Read more in 
Rules for Issuers and Issuer Agents section B 4.5
