Annons
Nanologica
13 november 2026 kl. 07:38(MFN)

NANOLOGICA ANNOUNCES CONFIRMED GUARANTEE COMMITMENT IN CONNECTION WITH ONGOING RIGHTS ISSUE

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD REQUIRE A PROSPECTUS, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED UNDER SWEDISH LAW, IS PROHIBITED OR WOULD OTHERWISE BE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION, OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH MEASURES. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Nanologica AB (publ) (“Nanologica” or the “Company”) announces that Bergs Securities AB (“Bergs Securities”) has today, on 13 November 2026, fulfilled the letter of intent to provide a bottom guarantee commitment (the “Guarantee Intention”) announced by Nanologica on 23 October 2026 in connection with the Company’s ongoing rights issue of units of approximately SEK 110.5 million (the “Rights Issue”). The fulfilment of the Guarantee Intention means that Bergs Securities has provided a binding bottom guarantee commitment of approximately SEK 17.0 million, corresponding to approximately 15.4 percent of the Rights Issue (the “Guarantee Commitment”). Together with the subscription commitments previously entered into of approximately SEK 27.7 million, corresponding to approximately 25.1 percent of the Rights Issue, and top guarantee commitments of approximately SEK 41.0 million, corresponding to approximately 37.1 percent of the Rights Issue, the Rights Issue is thus covered by subscription commitments and guarantee commitments of approximately SEK 85.7 million in total, corresponding to approximately 77.6 percent of the Rights Issue.

Subscription commitments and guarantee commitments

Under the Guarantee Intention, which was entered into in connection with the Board of Directors’ resolution on the Rights Issue on 23 October 2026, Bergs Securities could, up until the expiry of the subscription period in the Rights Issue, fulfil the Guarantee Intention by delivering a guarantee confirmation to the Company, whereupon a binding guarantee commitment arises. Nanologica has today, on 13 November 2026, received such guarantee confirmation from Bergs Securities.

The Guarantee Commitment means that Bergs Securities has undertaken to subscribe for units in the Rights Issue that are not subscribed for with or without the support of unit rights, up to an amount of approximately SEK 17.0 million. The Guarantee Commitment constitutes a bottom guarantee and will be called upon to the extent the Rights Issue is not subscribed to approximately 40.5 percent or more, corresponding to approximately SEK 44.7 million including the subscription commitments. Allotment will be made in accordance with the allotment principles set out in the information document published by the Company on 2 November 2026 (the “Information Document”). In support of the Guarantee Commitment, Bergs Securities has previously entered into sub-guarantee agreements with a consortium of investors corresponding to the entire Guarantee Commitment. Bergs Securities has the right, under certain conditions, to terminate the Guarantee Commitment, for example in the event of material adverse events.

As previously announced, subscription commitments have been entered into of approximately SEK 27.7 million in total, corresponding to approximately 25.1 percent of the Rights Issue, including by the Company’s principal owner Flerie Invest AB of SEK 20.0 million and Ardena Gent NV (“Ardena”) of approximately SEK 7.2 million. In addition, the Rights Issue is covered by top guarantee commitments of approximately SEK 41.0 million in total, corresponding to approximately 37.1 percent of the Rights Issue, entered into by the Chairman of the Board Thomas Eldered (via T&M Participation AB) amounting to SEK 25.0 million, the Company’s partner Sterling Pharma Solutions (“Sterling”) amounting to approximately SEK 13.9 million (approximately GBP 1.05 million, converted at the Riksbank’s GBP/SEK exchange rate on 21 October 2026) and Ardena amounting to approximately SEK 2.1 million. The top guarantee commitments lapse if the Rights Issue is subscribed to 100 percent or more.

The guarantee compensation and the other terms of the Guarantee Commitment and the top guarantee commitments are unchanged from those set out in the press release published by the Company on 23 October 2026. No compensation is payable for the subscription commitments or for Sterling’s top guarantee commitment.

The subscription commitments, the Guarantee Commitment and the top guarantee commitments amount in aggregate to approximately SEK 85.7 million, corresponding to approximately 77.6 percent of the Rights Issue. Neither the subscription commitments nor the guarantee commitments are secured by bank guarantee, blocked funds, pledge or similar arrangements.

The Rights Issue in brief

  • The subscription price is SEK 1.68 per unit, corresponding to SEK 0.168 per share. Each unit consists of ten (10) new shares. Shareholders who were registered in the share register maintained by Euroclear Nordics AB on the record date of 30 October 2026 received one (1) unit right for each share held. Five (5) unit rights entitle the holder to subscribe for one (1) unit.
  • The subscription period runs from and including 3 November 2026 up to and including 17 November 2026.
  • Trading in unit rights on Nasdaq Stockholm took place up to and including 12 November 2026.
  • Trading in BTU (paid subscribed units) on Nasdaq Stockholm continues up to and including 1 December 2026.
  • The outcome of the Rights Issue is expected to be announced on or around 19 November 2026.
  • The Information Document, prepared in accordance with Annex IX to the Prospectus Regulation (EU) 2017/1129, is available on the Company’s website, www.nanologica.com.

Advisers

Nanologica has engaged Redeye AB, Bergs Securities AB and Navia Corporate Finance AB as Joint Bookrunners, and Advokatfirman Lindahl KB as legal adviser in connection with the Rights Issue. Bergs Securities AB is also acting as issuing agent 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 each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any 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 applicable exemptions in the Prospectus Regulation.

This press release does not constitute an offer of, or an invitation to, acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction 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 make a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which such release, publication or distribution of this information would be contrary to applicable rules or where such action is subject to legal restrictions or would require additional registration or other measures than those required under Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

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. The Company has not authorised any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. The Company has prepared and published the Information Document in respect of the Rights Issue, which is available on the Company’s website (www.nanologica.com). In each member state of the EEA, this press release is only directed at “qualified investors” in that member state as defined in the Prospectus Regulation. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares/units. An investment decision to acquire or subscribe for units in the Rights Issue may only be made on the basis of publicly available information.

Forward-looking statements
This press release contains forward-looking statements that relate to the Company’s intentions, assessments or expectations regarding the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as “believes”, “assesses”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. Forward-looking statements should not be regarded as forecasts. The forward-looking statements in this press release are based on various assumptions, several of which are in turn based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set out in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct, and readers of this press release should not place undue reliance on the forward-looking statements herein. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or applicable stock exchange rules.

Källa: MFNMFN
Annons

0 kommentarer

Kommentera nyheten

När du kommenterar ett pressmeddelande publiceras din kommentar även i en speglad tråd under Börssnack så att alla i forumet kan delta i diskussionen!

Logga in eller skapa ett gratis konto för att kommentera nyheten!