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The Board of Directors of Nanologica AB (publ) ("Nanologica" or the Company") resolved today, 23 August 2022, to carry out a rights issue of approximately MSEK 94 subject to the subsequent approval of an Extraordinary General Meeting (the "Rights Issue"). The Rights Issue is underwritten up to 85 percent. The proceeds from the Rights Issue are intended to be used to finance intensified investments in preparative chromatography. The subscription price in the Rights Issue is SEK 10 per share, which corresponds to the market value assessed by the Board of Directors. The Company has received subscription commitments amounting to approximately MSEK 44.7 from a selection of the Company's major existing shareholders, including Flerie Invest AB, CEO Andreas Bhagwani (through Vega Bianca AB), Konstakademien, CFO Eva Osterman, as well as all board members who hold shares. In total, subscription commitments from existing owners amount to approximately 47.6 percent of the Rights Issue. In addition, the Company's principal owner Flerie Invest AB has entered into a underwriting committment up to 85 percent of the Rights Issue, corresponding to approximately MSEK 79.8. The Board's decision, including the subscription and underwriting commitment from Flerie Invest AB, is subject to approval at an Extraordinary General Meeting scheduled to be held on September 15, 2022.
- One (1) existing share entitles to one (1) subscription right and three (3) subscription rights entitle the holder to subscribe for one (1) new share.
- The subscription price is set at SEK 10, which corresponds to the market value assessed by the Board of Directors.
- The Rights Issue comprises a maximum of 9,388,608 new shares. Upon full subscription of the Rights Issue, Nanologica will receive approximately MSEK 94 before transaction costs.
- Provided that the Rights Issue is approved by an Extraordinary General Meeting on September 15, 2022, the record date for the Rights Issue will be September 19, 2022 and the subscription period will run from September 21, 2022 to October 5, 2022.
- Notice of Extraordinary General Meeting will be published separately.
- The company intends to use the net proceeds to finance intensified investments in preparative chromatography.
- The Rights Issue is covered to approximately 47.6 percent by subscription commitments and is guaranteed up to 85 percent.
Background and rationale
In 2022, Nanologica has taken important steps forward in the Chromatography business area. The production of the Company's commercial silica intended for preparative chromatography, NLAB Saga®, has been scaled up to tone scale in the cGMP-classified production facility used. The launch of NLAB Saga® is underway in all major markets – India, the USA, Europe and China – and an order for NLAB Saga® for evaluation at full production scale has been received from one of the world's largest insulin manufacturers.
In parallel with the continued production, work has started to increase the efficiency of the various process steps with the aim of increasing production capacity and production pace, as well as reducing costs in the manufacturing process. Customers also demand several different types of the Company's product, which means that the Company intends to invest in parallel production streams to be able to meet the market's needs.
The interest in the Company's products, combined with favorable market factors in the insulin and peptide market, means that the Company believes that an increase in capacity and production pace, as well as a strengthening of the Company's resources in sales, marketing and application support, increases the opportunities to enter the market faster and more powerfully.
The purpose of the Rights Issue is to finance intensified efforts and investments in the preparative chromatography business area in order to strengthen the Company's competitiveness and take advantage of the favorable market conditions. The proceeds from the Rights Issue are primarily intended to be used for (i) investments in production equipment to increase the efficiency and capacity of the Company's silica production, (ii) investments in sales, marketing and application support in preparative chromatography and (iii) to strengthen the Company's financial position, which the Company believes could have a positive effect in dialogues and negotiations with customers.
The net proceeds will, upon full subscription in the Rights Issue, amount to approximately MSEK 94 before issue costs. The issue costs amount to approximately MSEK 3.5, of which the underwriting fee amounts to approximately MSEK 1.4. The costs may be slightly higher as the Company's financial advisor Zonda, in addition to a basic remuneration, can also potentially receive a variable remuneration under the Company's agreement with Zonda.
Terms and conditions for the Rights Issue
For each share in the Company held on the record date, one (1) subscription right is obtained. Three (3) subscription rights entitle the holder to subscribe for one (1) new share at a subscription price of SEK 10 per share, which corresponds to the market value assessed by the Board of Directors. Closing price of the Company's share on Nasdaq Stockholm on August 22, 2022 was SEK 10.05. The record date for the right to receive subscription rights is September 19, 2022. The subscription period runs from 21 September 2022 to 5 October 2022. Provided that the Rights Issue is fully subscribed, the share capital will increase by a maximum of SEK 3,849,590.161381 through a new issue of not more than 9,388,608 new shares. Upon full subscription, the Company will receive MSEK 94 before issue costs.
The Board of Directors' resolution on the Rights Issue is conditional on approval at an Extraordinary General Meeting scheduled for September 15, 2022. Notice of an Extraordinary General Meeting is given in a separate press release. Complete terms and conditions for the Rights Issue and other information about the Company will appear in the prospectus published no later than the day before the subscription period begins.
Subscription and underwriting commitments
In connection with the Rights Issue, a number of existing shareholders, including Flerie Invest AB ("Flerie Invest") who hold approximately 31.9 percent of the shares in the Company, CEO Andreas Bhagwani (Vega Bianca AB), CFO Eva Osterman, Konstakademien, as well as all board members holding shares, have undertaken to subscribe for shares in the Rights Issue, and to vote for approval of the Board's resolution on the Rights Issue at the EGM. In total, subscription commitments amounted to approximately MSEK 44.7, which corresponds to approximately 47.6 percent of the Rights Issue. No remuneration is paid for the subscription commitments.
Furthermore, Flerie Invest has undertaken to underwrite the Rights Issue up to a subscription rate of 85 percent, corresponding to approximately MSEK 79.8. For the underwriting commitment, a compensation of 4.0 percent of the underwritten amount (i.e. of MSEK 35.1) is paid. No remuneration is paid for subscription commitments entered into. The subscription and underwriting commitment with Flerie Invest is conditional on approval at the Extraordinary General Meeting scheduled to be held on September 15, 2022, as it is to be considered a material related party transaction. Further information on subscription and underwriting commitments can be found in the prospectus that will be published in connection with the Rights Issue.
Exemption from mandatory bids
In connection with the rights issue in 2020, Flerie Invest passed an ownership stake of 30 percent after receiving an exemption from the mandatory bid. Flerie Invest holds as of the date of this notice approximately 31.9 percent of the shares in the Company and according to the terms of the previous exemption, a mandatory bid arises when acquiring additional shares unless a new exemption is obtained.
Flerie Invest has entered into subscription and guarantee commitments in connection with the Rights Issue. The Swedish Securities Council (Aktiemarknadsnämnden) has granted Flerie Invest an exemption from the mandatory bid with regard to subscription of shares made in accordance with the said subscription and underwriting commitment. The exemption is conditional on: the shareholders before the General Meeting are informed of the capital and voting shares of Flerie Invest may receive as a result of its underwriting commitment, and that the issue resolution is approved by the General Meeting with at least two-thirds of both votes cast and shares represented at the meeting, with disregard for from the shares held and represented at the meeting by Flerie Invest.
If Flerie Invest fulfills its subscription commitment and the entire underwriting commitment is used, Flerie Invest's ownership after the Rights Issue will amount to a maximum of 42.9 percent of the shares and the votes in the Company.
Preliminary timetable for the Rights Issue
15 Sep 2022 Extraordinary General Meeting
15 Sep 2022 Last day of trading in the share with the right to receive subscription rights
16 Sep 2022 First day of trading in the share without the right to receive subscription rights
19 Sep 2022 Record date for participation in the Rights Issue
20 Sep 2022 Estimated publication of the prospectus
21 Sep – 30 Sep 2022 Trading in subscription rights on Nasdaq
21 Sep – 5 Oct 2022 Subscription period
10 Oct 2022 Estimated announcement of the outcome of the Rights Issue
Change in share capital and number of shares, and dilution
Through the Rights Issue, the share capital, upon full subscription, will increase from approximately SEK 11,548,771 to approximately SEK 15,398,361 and the number of shares will increase from 28,165,826 shares to 37,554,434 shares. For existing shareholders who do not participate in the Rights Issue, this means, upon full subscription, a dilution of 25 percent of shares and votes (whereby no account has been taken of outstanding stock option programs in the Company).
Zonda Partners and Advokatfirman Lindahl are acting as financial and legal advisors to Nanologica in connection with the Rights Issue. Aktieinvest acts as issuing agent.
In connection with the Rights Issue, shareholders and interested parties are invited to a presentation and Q&A session with CEO Andreas Bhagwani and CFO Eva Osterman on Tuesday 30 August 2022, at 15.00 CET. The meeting is held via Teams and participation is registered to email@example.com no later than 29 August 2022 at 09.00.
The company's interim report for January – September will as a consequence be postponed to November 10, 2022.
For further information, please contact:
Johanna Johansson, Director IR, Communications and Marketing
Ph: +46 72 211 21 90 or e-mail: firstname.lastname@example.org
This information is information that Nanologica AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on August 23, 2022 at 07.50.
About Nanologica AB (publ)
Nanologica manufactures, develops, and sells nanoporous silica particles for applications within life science. Nanologica is world-leading in controlling the shape, size, porosity, and surface properties of silica particles, creating opportunities to develop unique products. Through the two business areas, Drug Development and Chromatography, the company strives towards increasing the accessibility of innovative treatments and medicines in healthcare, for the benefit of patients around the world. In Chromatography, the company aims to make insulin and other peptide drugs available to more patients in need, by lowering the cost of manufacturing. In Drug Development, Nanologica develops a unique drug delivery platform for local delivery of drugs to the lung, to provide new treatment options for patients with lung diseases. Nanologica is headquartered in Södertälje, and the company’s share (NICA) is listed for trade on Nasdaq Stockholm Main Market since 29 mars, 2022. For further information, please visit www.nanologica.com.
The publication, release or distribution of this press release may in certain jurisdictions be subject to restrictions by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and comply with such legal restrictions.The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in the respective jurisdiction.This press release does not constitute an offer to sell or a solicitation of an offer to acquire or subscribe for securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful. In a member state of the European Economic Area ("EEA"), securities referred to in this press release may only be offered in accordance with the applicable exemptions in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
This press release does not constitute an offer or invitation to acquire or subscribe for securities of the United States.The securities referred to herein may not be sold in the United States absent registration, or without application of an exemption from registration, under the U.S. Securities Act, as amended, of 1933 (the "Securities Act"), and may not be offered or sold in the United States without being registered, subject to: of an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act.There is no intention to register any securities referred to herein in the United States or to disclose a public offering of such securities in the United States. The information in this press release may not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or partially, in or into the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, Switzerland, South Africa or any other jurisdiction in which such release, publication or distribution of this information would be in violation of applicable regulations or where such an action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities laws.
A prospectus relating to the Rights Issue described in this press release will be announced by the Company on or about 20 September 2022. The prospectus will be approved and is registered by the Swedish Financial Supervisory Authority, which is the competent authority under the Prospectus Regulation and be published by the Company and be made available on the Company's website www.nanologica.com after such approval obtained. The Swedish Financial Supervisory Authority’s upcoming approval of the prospectus shall not be perceived as some kind of support for the Company or for the quality of the securities referred to in Prospectus. This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. Possibly investment decisions should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, made solely on the basis of the information contained in the prospectus. Thus, an investor is advised to read the entire prospectus. This press release constitutes marketing within the meaning of Article 2(k) of the Prospectus Regulation. Nanologica has not accepted any offer to the public of shares or rights in any other Member State of the EEA other than Sweden. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares. Investment decisions to acquire or subscribe for shares in the Rights Issue may only be made based on publicly available information.
To the extent this press release contains forward-looking statements, statements are not facts and are characterized by words such as "should", "expect", "believe", "estimate", "intend", "intends", "assumes" and similar expressions. Such statements express Nanologica's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Nanologica has made to the best of its ability but which Nanologica does not claim will be accurate in the future. Forward-looking statements are compounded with risks and uncertainties that are difficult to predict and generally cannot be influenced by Nanologica. It should be kept in mind that actual events or outcomes may differ materially from those covered of, or expressed in, such forward-looking statements.