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.
The subscription period of the rights issue in Coala-Life Group AB (publ) (”Coala-Life Group” or the ”Company”) ended on 11 April 2022. 36,514,460 shares, corresponding to approximately 82.7 percent of the offered shares, were subscribed for by exercise of subscription rights. Additionally, subscription applications corresponding to 2,531,844 shares, equivalent of approximately 5.7 percent of the offered shares, have been received for subscription without the exercise of subscription rights. Guarantee commitments corresponding to 5,110,159 shares, approximately 11.6 percent of the shares in the rights issue, will thus be utilized. Coala-Life Group will, through the rights issue, receive approximately SEK 150 million before deduction of costs related to the transaction.
The rights issue in brief
- 82.7 percent of the rights issue was subscribed for by exercise of subscription rights and 5.7 percent of the rights issue was subscribed for without subscription rights.
- Guarantee commitments corresponding in total to 5,110,159 shares, approximately 11.6 percent of the shares in the rights issue, will be utilized. The guarantee commitments were provided by the existing shareholder Otiva J/F AB and an external guarantee consortium. Otiva´s commitment, which was provided without compensation, will be utilized corresponding to 2,352,941 shares, approximately 5.3 percent of the shares in the rights issue, and the external guarantee consortium´s commitments will be utilized corresponding to 2,757,218 shares, approximately 6.2 percent of the shares in the rights issue.
- The net proceeds from the rights issue are mainly intended to be used to fund an accelerated market penetration in the US, research and development and general corporate purposes.
Through the rights issue, the Company will receive approximately SEK 150 million before deduction of costs related to the transaction, which amount to approximately SEK 22.2 million. The rights issue consists of 44,156,463 new shares. The subscription price was SEK 3.40 per new share and the subscription period ended on 11 April 2022.
Through the rights issue, the share capital of the Company will be increased by SEK 11,039,115.75 to a total of SEK 19,870,408.50. The number of shares in the Company will be increased by 44,156,463 shares, from 35,325,171 shares to 79,481,634 shares. The dilution for shareholders not subscribing for shares in the rights issue will be approximately 55.6 percent. The new shares subscribed for in the rights issue are estimated to be registered with the Swedish Companies Registration Office around week 16-17. Allotment of shares subscribed for without subscription rights will be made in accordance with the principles outlined in the prospectus. Around 13 April 2022, a settlement note will be sent to those who have received allotment of shares as confirmation of the allotment of shares subscribed for without subscription rights. No confirmation will be sent to subscribers who received no allotment. Payment for subscribed and allocated shares is to be made in cash in accordance with the instructions on the settlement note sent to the subscriber.
The last day for trading in paid-up subscribed shares (“BTAs”) is 13 April 2022. Thereafter, BTAs will be converted to shares, which is expected to take place around 21 April 2022 without special notification from Euroclear.
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.
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. Any invitation to persons concerned to subscribe for shares in the Company has been made only through the EU Growth Prospectus published by the Company on 24 March 2022 (the “Prospectus”). The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company´s website https://www.coalalife.com/se/vardgivare/investor-relations/2022-03-24-prospekt-en/. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the Prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the Prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Company’s securities. 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.
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.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about the Company’s future results, financial condition, liquidity, development, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.