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 ("Coala" or the "Company") announces that the Company's Board of Directors, with support of the authorization granted by an extraordinary general meeting on 22 December 2023, has resolved to issue 33,438,167 shares as guarantee commitment consideration, corresponding to approximately SEK 2.0 million, to four of the guarantors who provided guarantee commitments in the Company's rights issue of units whose subscription period ended on 22 January 2024 (the "Rights Issue") in accordance with guarantee agreements entered into. The Company's financial commitment for guarantee commitment considerations is thereby reduced by approximately SEK 1.7 million.
For the guarantee commitments in connection with the Rights Issue, a cash consideration of twelve (12.0) percent of the guaranteed amount, alternatively fourteen (14.0) percent in the form of newly issued shares in the Company at a subscription price of SEK 0.06 per new share, was paid. Four guarantors have chosen to receive guarantee commitment consideration in the form of newly issued shares and the Board of Directors of the Company will therefore, with the support of the authorization granted by the extraordinary general meeting on 22 December 2023, issue a total of 33,438,167 new shares to the guarantors Buntel AB (16,333,333 new shares for set-off of a consideration amounting to SEK 979,999.98), Formue Nord Markedsneutral A/S (16,333,333 new shares for set-off of a consideration amounting to SEK 979,999.98), Daniel Frändberg (466,666 new shares for set-off of a consideration amounting to SEK 27,999.96) and Nils-Holger Olsson (304,835 new shares for set-off of a consideration amounting to SEK 18,290.10). The Company's financial commitment for guarantee commitment considerations is thereby reduced by approximately SEK 1.7 million.
The reason for the deviation from the shareholders' preferential rights is to fulfill guarantee agreements that were entered into in order to ensure the required level of participation in the Rights Issue. The shares are issued at a price of SEK 0.06 per share, which has been determined through arm's length negotiations within the procurement of the guarantee consortium in connection with the Rights Issue and corresponds to the subscription price per new share in the Rights Issue (where the subscription price per unit, consisting of four new shares and one warrant free of charge, amounted to SEK 0.24). The Board of Directors therefore assesses that the subscription price is in accordance with market conditions.
After registration of the shares issued in the Rights Issue, the number of shares and votes will amount to 1,231,400,576. Following registration of the 33,438,167 additional new shares issued to guarantors, the number of shares and votes in the Company will amount to 1,264,838,743. In connection with the registration with the Swedish Companies Registration Office, a resolution regarding a bonus issue and reduction of the share capital will also be registered in accordance with the resolution of an extraordinary general meeting on 22 December 2023. The dilution that will occur as a result of the directed issue to guarantors amounts to approximately 2.6 percent after the Rights Issue has been registered.
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.
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.