Insplorion publishes prospectus in connection with a fully guaranteed rights issue

25 Nov 2020

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH MEASURE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN WHAT FOLLOW BY SWEDISH LAW.

The board of directors of Insplorion has prepared a prospectus in connection with the rights issue of up to approximately SEK 30.3 million announced through press release on 6 November 2020. The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the company’s website.

 

PROSPECTUS APPROVAL AND PUBLICATION

The prospectus regarding the rights issue has been approved and registered by the Swedish Financial Supervisory Authority and is now available on the company’s website (www.insplorion.com) and on Naventus Corporate Finance AB’s website (www.naventus.com). The prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se).

 

RIGHTS ISSUE PRELIMINARY TIMELINE

27 November 2020                                   
Record date for participation in the rights issue with preferential rights, that is, shareholders who are registered in the share register kept by Euroclear Sweden AB as of this day will receive subscription rights that entitle to participation in the rights issue with preferential rights. For each share held on the record date, two (2) subscription rights are received, whereby thirteen (13) subscription rights entitle to subscription for one (1) new share.

1 – 11 December 2020                             
Trading in subscription rights (trading in paid subscribed shares will commence on the same date and continue until the rights issue has been registered with the Swedish Companies Registration Office)

1 – 15 December 2020                            
Subscription period (with or without preferential rights)

Around 17 December 2020                   
Announcement of the outcome of the Rights Issue

Around week 52, 2020                           
The rights issue is completed and registered

 

ADVISORS
Naventus Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Insplorion in connection with the rights issue.

 For more information, please contact:
Patrik Dahlqvist, CEO Insplorion
Tel: +46 72 362 32 61
Email: patrik.dahlqvist@insplorion.com

 The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Insplorion’s news distributor Cision upon publication of this press release.

About Insplorion
Insplorion AB, with its disruptive sensor platform NanoPlasmonic Sensing (“NPS”), operates within four fields; air quality sensors, hydrogen sensors, battery sensors and research instruments. The sensors are small, durable and cost efficient at volume production. Our sensor technology enables air quality sensors at home, in cars and in public environment. Our hydrogen sensors show a sub-second response time, making them the fastest in the world and will promote the growth of hydrogen infrastructure. The battery sensor optimizes battery control and usage. Our instruments give scientists around the world nanometer sensitive real time data of surface processes in fields like catalysis, material- and life science.

About Naventus Corporate Finance
Naventus Corporate Finance AB is an independent privately-held financial advisor offering services relating to qualified advice regarding IPOs, capital raises and M&A to listed and unlisted companies and their owners, www.naventus.com.

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Important information
Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the company in any jurisdiction, either from the company or from any others.

The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This 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 exemption 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.

This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). Complete information regarding the rights issue can only be obtained through the EU Growth prospectus which has been published. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.

This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.

This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and beyond the company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors
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) national 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 offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the company may decline and investors could lose all or part of their investment; the company’s shares offer no guaranteed income and no capital protection; and an investment in the company’s 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 issues.

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, purchase, or take any other action whatsoever with respect to the company’s shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the company’s shares and determining appropriate distribution channels.