Nanologica AB (publ) (“Nanologica” or the “Company”) today announces the outcome of the Company’s rights issue of approximately SEK 99.4 million (the “Rights Issue”), for which the subscription period ended on October 14, 2024. The Rights Issue concerns so-called units, consisting of four shares and one free of charge warrant of series TO 2024/2025 (“Unit”). The Rights Issue has been subscribed to approximately 87.0 percent with and without the support of unit rights, of which approximately 69.5 percent was subscribed for with the support of unit rights and approximately 17.5 percent was subscribed for without the support of unit rights. Underwriting commitments of 1,438,755 Units, corresponding to approximately 13.0 percent of the Rights Issue, will thus be utilized. The Rights Issue provides the Company with proceeds of approximately SEK 99.4 million before transaction costs and before set-off of loans. The net cash proceeds from the Rights Issue are estimated to approximately SEK 76.5 million.
About the Rights Issue
Those who on the record date 25 September 2024 were registered shareholders in the share register maintained by Euroclear Sweden AB received one (1) unit right for each existing share. Four (4) unit rights entitled the holder to subscribe for one (1) Unit consisting of four (4) shares and one (1) warrant of series TO 2024/2025 free of charge. The subscription price was SEK 9.00 per Unit, corresponding to SEK 2.25 per share. In addition, the opportunity was offered to register for subscription of Units without the support of unit rights. The Rights Issue was fully covered by subscription commitments and underwriting commitments.
Final outcome
In the Rights Issue, 7,679,872 Units were subscribed for with unit rights, corresponding to approximately 69.5 percent of the Rights Issue. In addition, 1,926,027 Units were subscribed for without the support of unit rights, corresponding to approximately 17.5 percent of the Rights Issue. Together, subscription with and without the support of unit rights thus corresponds to approximately 87.0 percent of the Rights Issue. In this part, the Rights Issue has been allotted and will be partially registered with the Swedish Companies Registration Office.
Due to the abovementioned subscription rate, the underwriting commitment from Flerie Invest AB will be used for 1,438,755 Units, corresponding to the remaining approximately 13.0 percent of the Rights Issue. As a result of the regulations for insider trading, and in accordance with the resolution on the Rights Issue, subscription and allotment of Units covered by the underwriting commitment are expected to be completed during week 46. Thereafter, the Rights issue in this part will be partially registered with the Swedish Companies Registration Office.
Payment for 333,332 Units, corresponding to approximately SEK 3.0 million, has been made through set-off against part of the bridge loan that the Company raised from external lenders in August 2024.
Payment for Units subscribed for by Flerie Invest AB when fulfilling the underwriting commitment will be made through set-off against claims that Flerie Invest AB has on the Company. Thus, a total of 1,772,087 Units, corresponding respectively to approximately SEK 15.9 million and 16.0 percent of the Rights issue, will be paid by way of set-off.
Through the Rights Issue, Nanologica will receive approximately SEK 99.4 million before deduction of transaction costs and before set-off against loans. The net cash proceeds from the Rights Issue are estimated to approximately SEK 76.5 million.
The outcome of the Rights Issue means that the authorization for a resolution on an over-allotment issue, in the event that the Rights Issue would be oversubscribed, which was resolved by the extraordinary general meeting on 23 September 2024, will not be exercised.
Notification of allotment
Allotment of Units has been made in accordance with the allotment principles set out in the prospectus published on September 26, 2024. Notice of allotment to the persons who have subscribed for Units without unit rights is expected to be distributed on October 17, 2024. Units thus subscribed for and allotted shall be paid in cash in accordance with the instructions on the settlement note. Investors who have subscribed for Units through a nominee will receive notification of allotment in accordance with the respective nominee’s procedures. Only those who have been assigned Units will be notified.
Trading in BTU
Trading in BTU (paid subscribed unit) is currently conducted on Nasdaq Stockholm and will cease after the main part of the Rights Issue has been registered with the Swedish Companies Registration Office. BTU will then be converted into shares and warrants of series TO 2024/2025. The last day of trading in BTU is estimated to be October 30, 2024.
Number of shares, share capital, dilution and reduction of the share capital
Through the Rights Issue, including the fulfilment of the underwriting commitment that the Company intends to use, the number of shares in Nanologica will increase by 44,178,616 shares from 44,178,618 shares to 88,357,234 shares and the share capital will increase by approximately SEK 4,417,861.6, from SEK 4,417,861.8 to SEK 8,835,726.4, corresponding to a dilution effect of approximately 50 percent of the total number of shares and votes in the Company.
The extraordinary general meeting on September 23, 2024, resolved to reduce the share capital by an amount in SEK corresponding to the amount by which the share capital increases through the Rights Issue (however, only with regard to the part that the increase in share capital is attributable to the issuing of new shares), with relevant adjustments to achieve an appropriate quota value. The Company intends to carry out a reduction of the share capital either in connection with, or after, the last partial registration of the Rights Issue.
Warrants
The 11,044,654 warrants of series TO 2024/2025 issued in the Rights Issue will be exercisable for subscription of new shares during the period from and including 7 May 2025 up to and including 21 May 2025. One (1) warrant of series TO 2024/2025 is required for subscription of one (1) new share at a price of SEK 3 per share. Upon full exercise of all warrants of series TO 2024/2025, the number of shares will increase by additional 11,044,654 shares, entailing an increase in the share capital by SEK 1,104,465.4 (based on the new quota value obtained through the above-mentioned reduction of the share capital). Upon full exercise, the Company will be provided with additional proceeds of approximately SEK 33.1 million before transaction costs. Complete terms and conditions for the warrants are available on the
Advisors
Nanologica has engaged Redeye AB as Joint Bookrunner, Bergs Securities AB as Joint Bookrunner and issuing agent, and Advokatfirman Lindahl KB as legal advisor in connection with the Rights Issue.
Full press release: 2024-10-16 Nanologica Announces Outcome of Rights Issue