Nanexa announces outcome of rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONGKONG, JAPAN, NEW ZEELAND, SINGAPORE, SOUTH AMERICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Today Nanexa AB (publ) (”Nanexa” or the “Company”) announces the outcome of the Company’s rights issue of approximately SEK 121m (the “Rights Issue”), for which the subscription period ended on 26 October 2023. The outcome of the Rights Issue shows that 42,146,268 shares, corresponding to approximately 34.7 percent of the Rights Issue, have been subscribed with and without the support of subscription rights. Hence, guarantee commitments of 32,853,732 shares, corresponding to approximately 27.1 percent of the offered shares, will be utilised. The Rights Issue will provide the Company with SEK 75m before deduction of transaction costs.
On 21 September 2023, Nanexa announced that the board of directors had resolved on a rights issue of up to approximately SEK 121m with authorisation from the general meeting held 9 June 2023. The Rights Issue is covered by subscription undertakings and guarantee commitments of approximately SEK 75m, corresponding to approximately 62 percent of the Rights Issue.
The outcome shows that 40,629,132 shares, corresponding to approximately 33.5 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications for subscription of 1,517,136 shares without subscription rights, corresponding to approximately 1.2 percent of the offered shares, have been received. Consequently, the Rights Issue is subscribed to approximately 34.7 percent of the offered shares with and without the support of subscription rights. Guarantee commitments of 32,853,732 shares, corresponding to approximately 27.1 percent of the offered shares, will be utilised.
Trading in paid subscribed shares (“BTAs”) will take place up to and including the day the Swedish Companies Registration Office has registered the Rights Issue and the BTAs are converted into shares, which is expected to take place during week 45, 2023. When the shares have been registered with the Swedish Companies Registration Office, BTAs will be converted into shares without special notification. The new shares are expected to be admitted to trading on Nasdaq First North Growth around week 46, 2023.
Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the allotment principles set out in the prospectus published on 11 October 2023. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 31 October 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions on the contract note. Subscribers who have subscribed for shares through a nominee will receive notification of allocation in accordance with their respective nominee’s procedures. Only those who have been allotted shares will be notified.
Number of shares, share capital and dilution
Through the Rights Issue, the number of shares in Nanexa will increase by 75,000,000, from 60,695,626 to 135,695,626 and the share capital will increase with approximately SEK 9,706,601.8272, from SEK 7,855,310.3231 to SEK 17,561,912.1503, corresponding to a dilution effect of approximately 55.3 percent of the total number of shares and votes in the Company.
Zonda Partner is the sole global coordinator and bookrunner in connection with the Right Issue. Advokatfirman Lindahl KB is legal advisor to the Company.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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 each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release may not be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction may constitute a crime according to applicable securities laws.
A prospectus regarding the Rights Issue described in this press release has been published by the Company on October 11, 2023. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen) which is the competent authority pursuant to the Prospectus Regulation. The approval of the prospectus by the Swedish Financial Supervisory Authority shall not be construed as any kind of support for or endorsement of the Company or the quality of the securities referred to in the prospectus. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation as has not been approved by any regulatory authority. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the prospectus. Thus, investors are encouraged to review the prospectus in its entirety. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation. Nanexa has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Nanexa’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Nanexa’s current plans, estimates and projections, which have been made to the best of Nanexa’s ability. However, Nanexa does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Nanexa. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.