Inzile AB (publ) (“Inzile” or the “Company”) intends to explore the conditions to, based on the authorisation from the extraordinary general meeting on 17 December 2020, carry out a directed issue of approximately 2,600,000 new shares to Swedish and international institutional investors (the “Share Issue”). Inzile has engaged Carnegie Investment Bank AB (publ) as Sole Bookrunner in connection with the Share Issue. The subscription price and the total number of new shares in the Share Issue will be determined through an accelerated bookbuilding procedure (the “Bookbuilding”). The current and strategic investor Bring, has indicated interest to participate in the Share Issue corresponding to their pro-rata share.
The purpose of the Share Issue is to finance the Company’s ongoing operations and continued investments in its technical development of production plants, vehicles and customer platform as well as production and business development. Inzile also intends to strengthen the Company’s sales and marketing organisation with the aim of increasing the awareness of the Company and to establish, maintain and develop relationships with potential customers in Sweden as well as Denmark, Norway and Finland. The proceeds from the Share Issue will also strengthen the Company’s working capital position. The reason for deviating from the shareholders’ preferential right in the Share Issue is to raise capital in a time and cost-effective manner as well as to further diversify the shareholder base with Swedish and international institutional investors.The current and strategic investor Bring, has indicated interest to participate in the Share Issue corresponding to their pro-rata share.
The Bookbuilding will commence immediately following the publication of this press release. Pricing and allocation of the new shares are expected to take place before the commencement of trading on Nasdaq First North Growth Market at 09:00 CET on 22 January 2021. The timing of the closing of the Bookbuilding, pricing and allocation are at the discretion of the Company after consultation with the Sole Bookrunner. The Company will announce the outcome of the Share Issue in a subsequent press release after the closing of the Bookbuilding. By establishing the subscription price in the Share Issue through an accelerated book building procedure, it is the assessment of the board of directors that the subscription price will be set on market terms and conditions. The board of directors of the Company can at any time elect to cancel the Bookbuilding, close earlier or later and refrain from executing the Share Issue, in part or in full.
In connection with the Share Issue, the Company has agreed to a lock-up, with customary exceptions, on future share issuances for a period of 180 calendar days after the settlement date. In addition, those board members and members of the executive management team who own shares in the Company have agreed not to sell shares in Inzile for a period of 180 calendar days after the settlement date, subject to customary exceptions.
Carnegie Investment Bank AB (publ) acts as Sole Bookrunner and Setterwalls Advokatbyrå acts as legal adviser to the Company in connection with the Share Issue.
For further information please contact:
Ragnar Åhgren, CEO, email@example.com, +46 73-356 89 89
Peter Wergens, CFO, firstname.lastname@example.org, +46 73-325 75 04
This information is information that Inzile is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 21 January 2021, at 17:31 CET.
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 buy or subscribe for any securities in Inzile in any jurisdiction, neither from Inzile or anyone else.
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 are not allowed to 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 shall not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, the United States of America 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 than those required according to Swedish law. Acts in contrary to this instruction can constitute a crime according to applicable securities laws.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Inzile has not authorised any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterised by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Inzile’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Inzile’s current plans, estimates and projections, which have been made to the best of Inzile’s ability. However, Inzile 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 Inzile. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new shares in the Share Issue have been subject to a product approval process, which has determined that the these shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie Investment Bank will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.