NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, JAPAN, CANADA, HONG KONG, NEW ZEELAND, 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 Group” or the ”Company”) has prepared and today publishes a supplement (the “Supplementary Prospectus”) to the EU-growth prospectus approved by and registered by the Swedish Financial Supervisory Authority on 6 February 2023 (the “Prospectus”). The Supplementary Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.
The Prospectus has been prepared in respect of the ongoing rights issue of units consisting of new shares and warrants, the terms and conditions of which were announced by the Company through a press release on 23 December 2022 (the “Rights Issue”). The reason for the Supplementary Prospectus is that the Company, as announced through a press release on 8 February 2023, has expanded the guarantee consortium in the Rights Issue and updated the estimated transaction costs.
Investors who, prior to the publication of the Supplementary Prospectus, already have subscribed or otherwise agreed to subscribe for the securities comprised by the Prospectus are entitled under Article 23.2 of the Prospectus Regulation (EU) 2017/1129 to withdraw their subscription or consent within two working days after the publication of the Supplementary Prospectus, i.e., until 16 February 2023. Withdrawal must be made via e-mail to email@example.com. The date of withdrawal will be the date when the e-mail has been received. Investors who have subscribed through a nominee must contact their nominee for withdrawal. Subscriptions that have not been withdrawn within the specified time will remain binding and investors who wish to remain with their subscription for units in the Rights Issue do not need to take any action. For complete terms and conditions and other information about the Rights Issue, please refer to the Prospectus and the Supplementary Prospectus, respectively.
Approval and publication of Supplementary Prospectus
The Supplementary Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority and is kept available on the Company’s website (www.coalalife.com/en/). Within a few days, the Supplementary Prospectus will also be made available in the Swedish Financial Supervisory Authority’s prospectus register (www.fi.se).
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.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in 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, warrants or other securities in the Company. The Company has prepared a so-called EU Growth Prospectus in respect to the Rights Issue (the “Prospectus”) which was approved on 6 February 2023 by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), which is the national competent authority in Sweden under the Prospectus Regulation. The Company has furthermore prepared a supplement to the Prospectus (the “Supplement”) which today was approved by the Swedish Financial Supervisory Authority. The approval by the Swedish Financial Supervisory Authority of the Prospectus and the Supplement (the “Prospectuses”) should not be understood as an endorsement of the securities that are the subject of the Prospectuses. 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 Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation.
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.