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Coala-Life Group AB (publ) announces last day of trading in BTUs and first day of trading in new shares and warrants
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Sektor | Hälsovård |
| Industri | Medicinteknik |
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.
The rights issue of units consisting of new shares and warrants in Coala-Life Group AB (publ) ("Coala Life" or the "Company"), the outcome of which was announced by the Company through a press release on 23 February 202 (the “Rights Issue”), is now registered with the Swedish Companies Registration Office and paid subscribed units ("BTU") will therefore be converted into new shares and warrants. The last day of trading in BTUs will be 15 March 2023. Shares and warrants are expected to be delivered to the investors’ accounts by 21 March 2023. The first day of trading in new shares and warrants of series TO 1 on Nasdaq First North Growth Market is expected to be 21 March 2023.
The subscription period in the Rights Issue ended on 21 February 2023. The Company issued 164,979,967 units, each consisting of one (1) new share and one (1) warrant of series TO 1 and raised approximately SEK 84.1 million before deduction of transaction related costs. Upon full exercise of the warrants, the Company will receive an additional approximately SEK 13.7 – 38.5 million before deduction for transaction related costs in connection with the exercise period of the warrants in September 2023.
Three (3) warrants of series TO 1 entitle the holder to subscribe for one (1) new share in the Company during the period 11 September 2023 - 22 September 2023 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. Full terms and conditions for the warrants can be found on Coala Life's website (www.coalalife.com).
After registration of the newly issued shares with the Swedish Companies Registration Office, the number of shares amounts to 244,461,601 shares and the share capital to SEK 61,115,400.25. The number of warrants of series TO 1 amounts to 164,979,967. Upon full exercise of all issued warrants of series TO 1, the number of shares in Coala Life will increase by an additional 54,993,322 shares to 299,454,923 shares and the share capital will increase by an additional SEK 13,748,330.50 to SEK 74,863,730.75.
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 connection with 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.