NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES FURTHER PROSPECTUS, REGISTRATION, OR OTHER ACTIONS OTHER THAN THOSE UNDER SWEDISH LAW, ARE PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT TAKE PLACE WITHOUT APPLICATION OF EXCEPTIONS FROM SUCH ACTION. SEE ALSO THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.
Coala-Life Group AB (publ) ("Coala Life" or the "Company") today announces the final outcome of the issue of units, consisting of new shares and warrants of series TO3, with preferential rights for existing shareholders of approximately no more than SEK 75.4 million (the "Rights Issue") for which the subscription period expired on January 22, 2024. The final outcome is in line with the preliminary outcome that was published on January 22, 2024 and shows that a total of 168,653,416 units, corresponding to approximately 53.7 percent of the Rights Issue, were subscribed for with and without the exercise of unit rights. Consequently, a total of 60,663,528 units, corresponding to approximately 19.3 percent of the Rights Issue, are subscribed for through the fulfillment of guarantee commitments. The Rights Issue is thus subscribed to a total of approximately 73.0 percent and Coala Life thereby receives proceeds amounting to approximately SEK 55.0 million (of which approximately SEK 17.9 million is received through set-off of debts and thus not provided to the Company in cash) before costs attributable to the Rights Issue and approximately SEK 46,6 million after deduction of such costs.
Final outcome of the Rights Issue
The subscription period for the Rights Issue expired on January 22, 2024, and the final count shows that 152,889,912 units, corresponding to approximately SEK 36.7 million and approximately 48.7 percent of the Rights Issue, were subscribed for through exercise of unit rights. An additional 15,763,504 units, corresponding to approximately SEK 3.8 million and approximately 5.0 percent of the Rights Issue, were subscribed for without the support of unit rights. In total, 168,653,416 units were subscribed for with and without the support of unit rights, corresponding to approximately SEK 40.5 million and approximately 53.7 percent of the Rights Issue. Thus, 60,663,528 units, corresponding to approximately SEK 14.6 million and approximately 19.3 percent of the Rights Issue, are subscribed for through the fulfilment of guarantee commitments. The Rights Issue is thereby subscribed to a total of approximately 73.0 percent and Coala Life receives proceeds of approximately SEK 55.0 million (of which approximately SEK 17.9 million is received through set-off of debts and thus not provided to the Company in cash) before costs attributable to the Rights Issue, which are estimated to amount to approximately SEK 8.4 million, and approximately SEK 46.6 million after deduction of such costs (assuming that all guarantors will choose to receive guarantee commitment consideration in cash). The increased amount of subscription against payment through set-off of debt in the Rights Issue compared to the amount communicated in the announcement of the preliminary outcome on January 22, 2024 (where the amount was stated to be minimum SEK 11.2 million) is attributable to the request from two guarantors who have provided the Company with bridge financing with a right to pay for shares subscribed for through the fulfillment of guarantee commitment through set-off of debt. The increased amount of subscription through set-off of debt corresponds to an equal reduction of debt for the Company.
Notification of allocation
Notification of allocation of units subscribed for without the support of unit rights will be sent shortly to those who have been allocated units through a settlement note. Custodian-registered shareholders will receive notification of allocation in accordance with the respective custodians' routines. Allocation of units subscribed without the support of unit rights has been carried out in accordance with the principles set out in the prospectus published on January 4, 2024 (the “Prospectus”), which is available on the Company's website https://investors.coalalife.com/en/investor-relations/rights-issue-2024/ and on the Swedish Financial Supervisory Authority’s website https://www.fi.se/en/our-registers/prospektregistret/.
Number of shares and votes
The number of shares and votes in Coala Life increases through the Rights Issue by 917,267,776, from 314,132,800 to 1,231,400,576, corresponding to a dilution effect of 74.5 percent in relation to the existing number of shares and votes. In the Rights Issue, 229,316,944 warrants are also issued, entitling the holders to subscribe for 229,316,944 new shares in the Company. Upon full exercise of all warrants issued in the Rights Issue, the number of shares and votes in the Company will increase additionally by no more than 15.7 percent in relation to the existing number of shares and votes after the Rights Issue's registration. In connection with the registration of the shares and warrants issued through the Rights Issue with the Swedish Companies Registration Office, a bonus issue and reduction of the share capital will also be registered in accordance with resolutions made by an extraordinary general meeting on December 22, 2023.
Trading in BTU, registration with the Swedish Companies Registration Office and first day of trading
Trading in paid subscribed units (“BTU”) will take place on Nasdaq First North Growth Market until the week after the Rights Issue has been registered with the Swedish Companies Registration Office. The new shares and warrants are expected to be registered with the Swedish Companies Registration Office around week 6 2024. The first day of trading in the new shares and warrants on Nasdaq First North Growth Market will be announced by the Company via a press release around week 6 2024.
Issue for payment of consideration to guarantors in the Rights Issue in the form of new shares
For guarantee commitments, a cash consideration of twelve (12.0) per cent of the guaranteed amount is paid, alternatively fourteen (14.0) per cent in the form of newly issued shares in the Company at a subscription price of SEK 0.06 per new share. In the event that guarantors choose to receive consideration in the form of new shares in the Company, this will be announced in a separate press release.
The Rights Issue in brief
The Rights Issue comprised a maximum of 1,256,531,200 new shares and a maximum of 314,132,800 warrants, which may only be subscribed for and allotted together in the form of no more than 314,132,800 so called units where each unit consists of four (4) new shares and one (1) warrant. Each warrant entitles to subscription of one (1) new share in the Company. The subscription price was SEK 0.24 per unit, meaning a subscription price of SEK 0.06 per share. The warrant is issued free of charge. Subscription of new shares through the exercise of warrants shall be possible during the period from and including May 30, 2024 up to and including June 12, 2024. Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price per share corresponding to the higher of (i) 70 percent of the volume weighted average trading price of the Company’s share on Nasdaq First North Growth Market during a measuring period from May 13, 2024 up to and including May 24, 2024, however not less than SEK 0.06, and (ii) the quotient value of the share at the time of exercise of warrants.
Advisors
Penser By Carnegie, Carnegie Investment Bank AB (publ) is the financial advisor to Coala Life in connection with the Rights Issue, and Setterwalls Advokatbyrå AB is the legal advisor.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in the Company. No action has been taken and no measures will be taken to permit a public offering in any jurisdictions other than Sweden.
The Prospectus is a so-called EU Growth Prospectus in accordance with article 15 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Prospectus has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden under the Prospectus Regulation. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in shares or other securities in the Company.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking Statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.