NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, CANADA, HONG KONG, NEW ZEELAND, 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 Group” or the ”Company”), (Nasdaq First North Growth Market: COALA), today publishes a so called EU-growth prospectus in connection with the fully guaranteed rights issue in respect of new shares the terms and conditions of which were announced by the Company through press release on 17 March 2022. The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company’s website.
Prospectus approval and publication
The prospectus regarding the rights issue has been approved and registered by the Swedish Financial Supervisory Authority and is now available on the Company’s website (www.coalalife.com) and Carnegies website (www.carnegie.se). Within a few days, the prospectus will also be made available in the Swedish Financial Supervisory Authority’s prospectus register (www.fi.se).
Preliminary timetable for the rights issue
24 March 2022
Record date for participation in the rights issue with preferential rights. Those who on the record date are registered as shareholders in the Company receive one (1) subscription right for each share held. Four (4) subscription rights entitle to subscribe for five (5) new shares.
28 March – 6 April 2022
Trading in subscription rights (trading in paid subscribed shares will commence on the same date and continue until 13 April 2022)
28 March – 11 April 2022
Subscription period (with or without preferential rights)
Around 13 April 2022
Announcement of the outcome of the rights issue
Around week 17 2022
The rights issue is completed and registered
Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator in connection with the rights issue. Setterwalls Advokatbyrå AB acts as legal adviser to Coala-Life Group in connection with the rights issue.
This press release is not an offer to sell or a solicitation of any offer to buy any securities issued by Coala-Life Group in any jurisdiction.
Copies of this press release are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Coala-Life Group does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
An offering of the securities referred to in this press release has today been made by means of a so-called EU growth prospectus that has been published on the Company’s website (www.coalalife.com), following approval from the Swedish Financial Supervisory Authority. This press release is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this press release except on the basis of information contained in the prospectus and potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval by the Swedish Financial Supervisory Authority of the prospectus should not be understood as an endorsement of the securities that are the subject of such prospectus.
In any EEA Member State other than Sweden (each, a “Relevant Member State”), this press release is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.
The contents of this press release have been prepared by and is the sole responsibility of the Company. The information contained in this press release is for background purposes only and does not purport to be full or complete.
This press release is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this press release may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
Carnegie Investment Bank AB (publ) (“Carnegie”) is financial advisor to and is acting exclusively for the Company and no one else in connection with the rights issue. Carnegie will not regard any other person as their respective clients in relation to the rights issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the rights issue or any transaction or arrangement referred to in this press release.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Coala-Life Group believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice.