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The Board of Directors of
Summary of the Rights Issue and the Over-allotment Issue
- The Board of Directors of
Nanologica has resolved on a Rights Issue of ordinary shares approximatelySEK 54.2 million before transaction costs. The Rights Issue is subject to approval by an EGM to be held on22 February 2024 . - The Company’s existing shareholders have preferential rights to subscribe for shares in the Rights Issue whereby one (1) existing share in the Company entitle to one (1) subscription right and nine (9) subscription rights entitle to the subscription of two (2) new shares.
- The subscription price has been set to
6.75 SEK per share which, assuming that the Rights Issue is fully subscribed, amounts to gross proceeds of approximatelySEK 54.2 million before transaction costs. - The Board of Directors has also decided to propose that the EGM authorises the Board of Directors to decide on an Over-allotment Issue which, upon full utilisation, will amount to additional gross proceeds of approximately
SEK 10 million . The Over-allotment Issue is conditional upon the Rights Issue being oversubscribed and the subscription price in the Over-allotment Issue will correspond to the subscription price in the Rights Issue. - The proceeds from the Rights Issue and the Over-allotment Issue will mainly be used to enable investments in production equipment to optimize production efficiency and production economics, along with investments in sales, marketing, and application support, and to improve the Company’s working capital position. An amount of approximately
SEK 6.2 million in the Rights Issue will be paid by way of set-off of part of Flerie Invest AB’s outstanding loan toNanologica . - The largest shareholder
Flerie Invest AB and a number of other existing shareholders, Kungliga Konstakademien and Wallenbergska stiftelserna among others, have entered into subscription commitments of approximatelySEK 21.8 million , corresponding to approximately 40 percent of the Rights Issue.Flerie Invest AB has, in addition to the subscription commitment, declared their intention to subscribe for an additionalSEK 3.2 million in the Rights Issue, which will also be paid by way of set-off of part of Flerie Invest AB’s outstanding loan toNanologica . The total payment by way of set-off of the outstanding loan will amount to approximatelySEK 6.2 million in accordance with what is described above. - In addition, a number of existing shareholders and external investors have entered into underwriting commitments of approximately
SEK 32.4 million , corresponding to approximately 60 percent of the Rights Issue. - The Rights Issue is thus fully covered by subscription commitments and underwriting commitments, corresponding in total to approximately
SEK 54.2 million . - The record date for participation in the Rights Issue is expected to be
26 February 2024 . The subscription period in the Rights Issue is expected to run from and including28 February 2024 up to and including13 March 2024 . - In order to facilitate the proposed timetable for the Rights Issue,
Nanologica has decided to change the date for the publication of the year-end report 2023 to2 February 2024 . The previously communicated publication date was9 February 2024 .
” As a producer of consumables for pharmaceutical manufacturers,
Background and rationale
In 2023,
The production of the Company's commercial silica for preparative chromatography, NLAB Saga®, has been scaled up to ton scale in the cGMP-classified production facility used. The commercialisation of NLAB Saga® is underway in all major markets –
In parallel with continued production, work has started to increase the efficiency of the various process steps with the aim of increasing production capacity and 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 has invested in parallel production streams to be able to meet the market's needs.
Based on the interest in the Company's products combined with favorable market factors in the insulin and peptide markets, 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 possibilities to make an impact on the market for preparative chromatography and gain market shares faster.
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 working capital position. An amount of approximately
The potential proceeds from the Over-allotment Issue of up to approximately
Subscription and underwriting commitments
The largest shareholder
An underwriting fee will be paid to the underwriters, based on current market conditions, of 12 percent of the underwritten amount. No fee will be paid for subscription commitments from existing shareholders. Neither the subscription commitments nor the underwriting commitments are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
Further information regarding subscription and underwriting commitments will be presented in the prospectus that will be published in connection with the Rights Issue.
Exemption from mandatory bidding
In connection with the Rights Issue that was carried out in 2020
If
Extraordinary General Meeting
The Board of Directors’ resolution on the Rights Issue is subject to the approval of an EGM to be held on
Terms and additional information about the Rights Issue and the Over-allotment Issue
The Board of Directors of
According to the proposed terms, each existing share held on the record date
Subject to the approval of the EGM, the record date for entitlement to participate in the Rights Issue will be
Subscription may also take place without subscription rights. In the event all shares are not subscribed for with the support of subscription rights, the Board of Directors shall, within the limit of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the support of subscription rights. In case of over-subscription, allotment shall be made according to the following principles: Firstly, such allotment shall be made to those who have subscribed for shares with support of subscription rights, regardless of if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for through exercise of subscription rights. Secondly, such allotment shall be made to those who have subscribed for shares without the support of subscription rights, regardless of if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for. Thirdly, allotment shall be made to those who have entered into so-called underwriting commitments, in proportion to such commitment. Insofar allocation according to the above cannot be done pro rata, allocation shall be carried out by drawing lots.
Trading in paid subscribed shares (”BTAs”) on Nasdaq Stockholm is expected to take place during the period from and including
In order to be able to meet a potential oversubscription of the Rights Issue and to broaden the ownership base with potential new investors, it is proposed that the Board of Directors is authorized to resolve on the Over-allotment Issue of up to approximately
Reduction of share capital
The Board of Directors has further proposed that the EGM to be held on
According to the proposal, the reduction of the share capital should be determined to an amount in SEK corresponding to the amount by which the share capital increases by the decision of the Rights Issue, attributable to the increase due to newly issued shares. The reduction shall be carried out without cancellation of shares. The reduction is carried out to prevent the Preferential Rights Issue from causing the company's share capital or tied-up equity to become disproportionately high.
Prospectus
The full terms and conditions of the Rights Issue, the Over-allotment Issue and information on the subscription and underwriting commitments as well as other information about the Company will be set out in the prospectus to be published by the Company before the commencement of the subscription period.
Shares and dilution
Through the Rights Issue, the Company’s share capital will increase with up to approximately
If the Over-allotment Issue is fully exercised, the Company’s share capital will increase with an additional
Change of dates for publication of the year-end 2023 report
In order to facilitate the proposed timetable for the Rights Issue,
Preliminary and indicative timetable for the Rights Issue and the Over-allotment Issue
22 February 2024 : Extraordinary General Meeting22 February 2024 : Last day of trading in the share including the right to receive subscription rights23 February 2024 : First day of trading in the share excluding the right to receive subscription rights26 February 2024 : Record date for participation in the Rights Issue27 February 2024 : Publication of the prospectus- 28 February -
13 March 2024 : Subscription period - 28 February -
8 March 2024 : Trading in subscription rights 15 March 2024 : Announcement of the final outcome of the Rights Issue and the possible exercise of the Over-allotment Issue
Advisors
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
This press release does not constitute an offer or invitation to acquire or subscribe for securities of
A prospectus relating to the Rights Issue described in this press release will be announced by the Company on or about
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
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