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Nanologica AB (publ) (”Nanologica” or the “Company”) today announces the outcome of the new shares issue with preferential rights for Nanologica’s existing shareholders (the “Rights Issue”) resolved by the board of directors on August 23, 2022 and approved by the extraordinary general meeting on September 15, 2022. The Rights Issue was subscribed to 85 percent, of which 36.6 percent was subscribed for by the underwriter. Nanologica thereby receives approximately MSEK 79.8 before issue costs, with the result that the Company secures financing for intensified efforts and investments in preparative chromatography.
The subscription period in Nanologica’s new issue of shares with preferential rights for existing shareholders ended on October 5, 2022. The terms of the Rights Issue meant that three (3) shares held in Nanologica were entitled to subscription of one (1) new share at a subscription price of SEK 10.00.
The final outcome shows that the Rights Issue was subscribed to 85 percent, of which approximately 63.1 percent was subscribed for with the support of subscription rights and approximately 0.2 percent was subscribed for without the support of subscription rights. In addition, Flerie Invest AB subscribed for 36.6 percent in accordance with the underwriting commitment. Nanologica will thus receive approximately MSEK 79.8 before issue costs, which are estimated to amount to approximately MSEK 3, of which underwriting costs amount to approximately MSEK 1.2.
”The climate in the stock market is currently far from favorable. Therefore, we are pleased that most of our major owners show continued strong faith in and great support for the company. Not least our main owner Flerie Invest AB who chose to both subscribe for its pro-rata share and underwrite the issue up to 85 percent, despite the fact that the subscription price was set without discount. The capital from the issue means that we can now increase the pace of establishing ourselves as a supplier of high-quality silica in the market for preparative chromatography and take advantage of the favorable market conditions that currently prevail in that market. We are now entering a very interesting phase and I believe that our business in preparative chromatography within a few years will be able to generate significant profitability for the company”, Nanologica’s CEO Andreas Bhagwani comments.
Allotment of shares subscribed for without the support of subscription rights within the framework of the Rights Issue has been made in accordance with the principles set out in the prospectus published on 20 September 2022. Notification of allotment is made through a settlement note that is sent to the respective subscriber. Shares shall be paid in accordance with instructions on the settlement note.
Following registration of the Rights Issue at the Swedish Companies Registration Office (sw. Bolagsverket), the Company’s share capital will increase by approximately SEK 3,272,151 to a total of approximately SEK 14,820,923. The number of shares in the Company will increase by 7,980,316 shares to a total of 36,146,142 shares.
Paid subscribed shares (BTA) will be traded on Nasdaq Stockholm until the Rights Issue has been registered with the Swedish Companies Registration Office and the BTA has been converted into shares. The last day of trading in the BTA is expected to occur during week 43, 2022. Trading in BTA will take place under the trade designation NICA BTA with ISIN code SE0018689077.
The Swedish Securities Council (sw. Aktiemarknadsnämnden) has granted Flerie Invest an exemption from the mandatory bid with regard to subscription of shares in the Rights Issue in accordance with Flerie Invest’s subscription and underwriting commitment. Following the Rights Issue, Flerie Invest’s ownership share amounts to 41.2 percent of the shares and votes in Nanologica.
Advisors
Zonda Partners and Advokatfirman Lindahl have acted as financial and legal advisors to Nanologica in connection with the Rights Issue. Aktieinvest acts as issuing agent.
For further information, please contact:
Johanna Johansson, Director IR, Communications and Marketing
Ph: +46 72 211 21 90 or e-mail: ir@nanologica.com
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.
Important information
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.