About the Rights Issue
Those who were registered as shareholders in the share register kept by Euroclear Sweden AB on the record date 26 February 2024 had pre-emptive rights to subscribe for shares in the Rights Issue. Each share held in Nanologica entitled to one (1) subscription right and nine (9) subscription rights entitled to subscription of two (2) new shares at the subscription price of SEK 6.75 per share. In addition, the option to subscribe for shares without the support of subscription rights was offered. The Rights Issue was fully covered by subscription commitments and guarantee undertakings.
 
Final outcome
The final outcome in the Rights Issue shows that 5,316,858 shares, corresponding to approximately 66.2 percent of the offered shares, have been subscribed with the support of subscription rights, whereof 914,996 shares that have been subscribed by Flerie Invest AB will be paid by way of set-off against Flerie Invest AB’s outstanding loan to the Company in accordance with what has previously been communicated. In addition, applications for subscription of 186,417 shares without subscription rights, corresponding to approximately 2.3 percent of the offered shares, have been received. Consequently, the Rights Issue is subscribed to approximately 68.5 percent of the offered shares with and without the support of subscription rights. Thus, guarantee commitments of 2,529,201 shares, corresponding to approximately 31.5 percent of the offered shares, will be utilised. This entails that the authorisation to decide on an over-allotment option in the event that the Rights Issue was oversubscribed that was resolved by the extraordinary general meeting on 22 February 2024 will not be utilised. The Rights Issue will provide the Company with approximately SEK 54.2m before deduction of transaction costs and set-off of the loan.
 
Trading in paid subscribed shares (”BTA”) will take place on Nasdaq Stockholm until the Swedish Companies Registration Office has registered the Rights Issue and the BTAs are converted to shares, which is expected to take place during week 14 2024.
 
Notice of allotment
Allotment of shares has taken place in accordance with the allotment principles set out in the prospectus that was published on 23 February 2024. Notice of allotment to the persons who have subscribed for shares without subscription rights is expected to be distributed on 15 March 2024. Such subscribed and allotted shares shall be paid for in cash in accordance with the instructions on the contract note. Subscribers who have subscribed for shares through a nominee will receive notification of allocation in accordance with the respective nominee’s procedures. Only those who have been allotted shares will be notified.
 
Number of shares, share capital and dilution
Through the Rights Issue, the number of shares in Nanologica will increase by 8,032,476 shares from 36,146,142 shares to 44,178,618 shares and the share capital will increase by approximately SEK 3,293,538.36, from SEK 14,820,922.61 to SEK 18,114,460.97, which corresponds to a dilution effect of approximately 18 percent of the total number of shares and votes in the Company. The extraordinary general meeting held on 22 February 2024 resolved to reduce the share capital by an amount in SEK corresponding to the amount with which the share capital increases through the Rights Issue. The effect of this resolution is that the share capital in the Company will not increase in connection with the registration of the Rights Issue.
 
Advisors
Nanologica has engaged ABG Sundal Collier AB as Sole Global Coordinator and Joint Bookrunner, Hagberg & Aneborn Fondkommission AB as Joint Bookrunner and issuing agent and Advokatfirman Lindahl KB as legal advisor in connection with the Rights Issue.
 
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Nanologica AB (publ). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
 
This announcement is not a prospectus for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in a prospectus. Invitation to those entitled to subscribe for shares in Nanologica AB (publ) has solely been made through the prospectus which Nanologica AB (publ) published on 23 February 2024.
 
This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
 
No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the “Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.
 
In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
 
In the United Kingdom, this announcement 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 document 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 (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order“), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
 
Matters discussed in this announcement 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company 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 release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or 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 communication.