NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OCH TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.
Prospectus
The prospectus has been prepared in connection to the Rights Issue and has today, on 23 February 2024, been approved by the Swedish Financial Supervisory Authorithy. The prospectus, which contains complete terms and conditions, is avaiable on the Company’s website (www.nanologica.com). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se). Subscription forms will be available on the Company’s and Hagberg & Aneborn Fondkommission AB’s respective websites.
Timetable for the Rights Issue
- 28 February – 8 March 2024: Trading in subscription rights
- 28 February – 13 March 2024: Subscription period
- 15 March 2024: Announcement of the final outcome of the Rights Issue and the possible exercise of the over-allotment 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 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, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, 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, prepared in accordance with the Prospectus Regulation, regarding the Rights Issue described in this press release has been prepared and published by the Company on 23 February 2024. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. 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.
NANOLOGICA AB 
