NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, JAPAN, CANADA, HONG KONG, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE ANY OTHER MEASURES THAN REQUIRED BY SWEDISH LAW
Coala-Life Group AB (publ) ("Coala Life" or the "Company") hereby announces the outcome of the rights issue of units, consisting of new shares and warrants, resolved by an extraordinary general meeting held on 26 January 2023 (the "Rights Issue"). In total, 124,983,953 units, corresponding to approximately SEK 63.7 million or approximately 62.9 percent of the issue, have been subscribed for with and without preferential rights. 39,996,014 units, corresponding to approximately SEK 20.4 million or approximately 20.1 percent of the issue, were subscribed for through fulfillment of guarantee commitments. Through the Rights Issue, the Company will receive approximately SEK 84.1 million (before deduction of transaction related costs) of which approximately SEK 27.1 million will be received through set-off of debts and thus not be provided to the Company in cash. In addition, the Company may receive an additional maximum amount of approximately SEK 13.7-38.5 million (before deduction of transaction related costs), if all warrants issued in the Rights Issue are exercised for subscription of new shares during the subscription period in September 2023.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 21 February 2023. The Rights Issue comprised a maximum of 198,704,085 units, of which 116,016,028 units, corresponding to approximately SEK 59.2 million, or approximately 58.4 percent of the Rights Issue, have been subscribed for with the support of unit rights. 8,967,925 units, equivalent to approximately SEK 4.6 million, or approximately 4.5 percent of the Rights Issue, have been subscribed for without the support of unit rights. In addition, 39,996,014 units, corresponding to approximately 20.4 MSEK, or approximately 20.1 percent of the Rights Issue, have been subscribed for by fulfillment of guarantee commitments. The top guarantee was utilized in full, and the bottom guarantee was utilized to approximately 5.8 percent. In total, 164,979,967 units were subscribed for, corresponding to approximately 83 percent of the Rights Issue. Through the Rights Issue, the Company will receive approximately SEK 84.1 million (of which approximately SEK 27.1 million will be received through set-off of debts and thus not be provided to the Company in cash) before deduction of transaction related costs amounting to approximately SEK 12.4 million.
Notice of allotment
Allotment of units has been made in accordance with the allocation principles described in the prospectus prepared by the Company in connection with the Rights Issue and made public on 6 February 2023, available on the Company's website (www.coalalife.se) and in the Swedish Financial Supervisory Authority's prospectus register (www.fi.se) (the "Prospectus"). Notification of allotment of units subscribed for without preferential rights is made through distribution of a contract note to the respective subscriber. Allotted units subscribed for without preferential rights shall be paid in accordance with the instructions in the contract note. Shareholders with holdings through a custodian bank will be notified of allotment in accordance with the custodian bank’s routines.
"The interest in Coala Life's solutions for patient monitoring in the US has been very high since its launch. With the capital the company has raised through the rights issue, we can continue our intensive work to establish relationships with more clinics on the US market with our services in Remote Patient Monitoring (RPM). We are grateful for the clear support from our existing shareholders and the interest shown by new investors", comments Dan Pitulia, CEO of Coala Life.
Trading in BTU
Trading in BTU (paid subscribed unit) is currently conducted on Nasdaq First North Growth Market and will cease after the issue has been registered with the Swedish Companies Registration Office. BTU will subsequently be converted into ordinary shares and warrants of series TO 1. Registration of the Rights Issue is expected to take place around week 10-11, 2023. The last day of trading in BTU, as well as the first day of trading in new shares and warrants will be announced by the Company through a press release around week 10-11, 2023.
Warrants
The 164,979,967 warrants of series TO 1 issued in the Rights Issue will be exercisable for subscription of new shares during the period 11 September 2023 – 22 September 2023. Three (3) warrants of series TO 1 entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume weighted average trading price (VWAP) of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding, and including, 8 September 2023, but no less than SEK 0.25 and no more than SEK 0.7 per share. Upon full exercise of all warrants of series TO 1, the number of shares in the Company will increase by an additional 54,993,322 shares, which would entail a share capital increase of SEK 13,748,330.50 and the Company would receive an additional amount of approximately SEK 13.7-38.5 million before deduction of transaction related costs amounting to approximately SEK 2.2 million (excluding costs for practical management). Full terms and conditions for the warrants can be found in the Prospectus.
Shares and share capital
The Company's registered share capital amounts to SEK 19,870,408.50 divided into 79,481,634 shares. The Rights Issue entails that the Company's share capital will increase by SEK 41,244,991.75 through the issuance of 164,979,967 new shares corresponding to approximately 207.6 percent of the share capital and the number of issued shares and votes in the Company prior to the Rights Issue, entailing a dilution of approximately 67.5 percent based on the same share capital and the same number of shares and votes.
Following registration of the Rights Issue with the Swedish Companies Registration Office, the registered share capital will amount to SEK 61,115,400.25 divided into 244,461,601 shares.
Upon full exercise of all 164,979,967 warrants issued in the Rights Issue, the Company's share capital would increase by an additional SEK 13,748,330.50 and the number of shares would increase by an additional 54,993,322 shares, which would entail an additional dilutive effect of approximately 40.9 percent based on the share capital and the number of shares and votes in the Company prior to the Rights Issue, and together with the new shares issued in the Rights Issue, a dilution of a total of approximately 73.5 percent.
Advisers
Redeye AB acts as financial adviser and Setterwalls Advokatbyrå AB acts as legal adviser in connection with the Rights Issue. Nordic Issuing acts as the issuing agent in the Rights Issue.
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 (EU) 2017/1129 (“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 Prospectus and a supplementary prospectus (the “Supplementary Prospectus”) have been prepared by the Company and reviewed and 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 and the Supplementary Prospectus. Thus, investors are encouraged to review the Prospectus and the Supplementary Prospectus in its entirety.
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, Belarus, Japan, Canada, Hong Kong, New Zealand, Russia, 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.