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Nilar publishes prospectus in connection with fully guaranteed rights issue of approximately SEK 273 million

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THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEELAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

The Board of Directors in Nilar International AB (publ) (Nasdaq First North Premier Growth Market: NILAR) (“Nilar” or the “Company”) announced on May 23, 2022, pursuant to the authorization granted by the extra general meeting on May 18, 2022, to resolve on a fully guaranteed rights issue of up to 273,070,506 shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors of Nilar has in connection with the Rights Issue, and prior to the subscription period, which commences on June 2, 2022, prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA"). The prospectus has been published on the Company's website and is available in Swedish and English.

Publication of the prospectus

Complete information about the Rights Issue is included the prospectus that has been prepared by the Board of Directors of the Company and that today has been approved by the SFSA. The prospectus is available in Swedish and English on Nilar's website (https://www.nilar.com/investors/), Carnegie Investment Bank AB’s (publ) website, www.carnegie.se and will also be available on the SFSA's website (https://fi.se/sv/vara-register/prospektregistret/).

The prospectus has been prepared as an EU-Growth prospectus in accordance with article 15 in the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Nilar or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Rights Issue.


The Rights Issue in brief

  • Existing shareholders receive one subscription right for each share held on the record date. One (1) subscription right entitles subscription of six (6) shares in the Rights Issue.
  • The maximum number of shares that may be issued is 273,070,506 shares with preferential right for the Company’s existing shareholders. The subscription price is 1.00 SEK. If the Rights Issue is fully subscribed, the Company will receive approximately SEK 273 million before deduction of costs attributable to the Rights Issue.
  • The purpose of the Rights Issue is to secure financing of Nilar’s new strategy and business plan. The net proceeds from the Rights Issue will be used to finance on-going operations and production costs, product research and development activities, investments in production equipment and general corporate purposes, including payment of deferred tax related to covid-19 payment respite. Together with existing cash in the Company, the net proceeds from the Rights Issue is expected to be sufficient to finance the Company’s business plan to the end of 2023 provided that the Rights Issue is fully subscribed.
  • Certain existing shareholders, among others Fjärde AP-fonden (AP4), Första AP-fonden (AP1), Christopher Braden, AFA Försäkring and R&H Trust Co (Jersey) Limited (as Trustee of the Elk Trust), have undertaken to subscribe for shares in the Rights Issue. Total subscription undertakings from existing shareholders amount to approximately SEK 100 million, equivalent to approximately 37 percent of the Rights Issue.
  • External guarantors and certain existing shareholders have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 173 million, equivalent to approximately 63 percent of the Rights Issue. The Rights Issue is thus fully guaranteed through a combination of subscription undertaking and guarantee commitments.
  • Gunnar Wieslander (chairman), Erik Oldmark (CEO) and Johan Önnesjö (CFO) have communicated that they intend to subscribe for shares in the Rights Issue.
  • Complete terms and conditions of the Rights Issue are disclosed in the prospectus.


Timetable of the Rights Issue

  • Record date for participation in the Rights Issue was May 31, 2022.
  • The subscription period in the Rights Issue occurs on June 2 – June 16, 2022.
  • Trading in subscription rights occurs on June 2 – June 13, 2022.
  • Announcement of the final outcome in the Rights Issue is expected to take place on or about June 17, 2022.
  • Trading in BTAs occurs on or about June 2 – June 27, 2022.
  • Delivery of and trading in new shares is expected to occur on or about July 1, 2022.


Advisers

In connection with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as the Sole Global Coordinator and Bookrunner. Baker & McKenzie Advokatbyrå AB acts as legal advisor to the Company.


For further information, please contact:

Erik Oldmark, CEO
Mobile: +46 70 432 4444
E-mail: erik.oldmark@nilar.com


About Nilar

Nilar is a Swedish based developer and manufacturer of battery systems used in Electrical Energy Storage  (ESS) systems suitable for stationary applications. Nilar’s battery technology is based on nickel-metal hydride (NiHM) and has three distinct product benefits: performance through a long calendar lifetime, safety through a non-flammable battery technology, and sustainability from an energy efficient production process and a product made of recyclable materials. The Company’s head office is located in Täby, Sweden, and Nilar’s production and research and development is carried out in Gävle with an additional future production facility planned in Paldiski, Estonia.

Nilar is listed on Nasdaq First North Premier Growth Market and FNCA Sweden AB is the Company’s Certified Adviser (CA). Contact information: 08-52800399 or info@fnca.se.


Important information

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 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, or a solicitation of any offer, to buy or subscribe for any securities in Nilar in any jurisdiction, neither from Nilar nor from someone else.

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. A prospectus, corresponding to an EU Growth Prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.

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 the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Carnegie is acting for Nilar in connection with the Rights Issue and no one else and will not be responsible to anyone other than Nilar for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Carnegie is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 Rights Issue of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Schweiz, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

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 press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.

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 shares in Nilar have been subject to a product approval process, which has determined that such 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 in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company 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 Rights Issue.

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 in Nilar.

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

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Nilar is a Swedish based developer and manufacturer of battery systems used in Electrical Energy Storage  (ESS) systems suitable for stationary applications. Nilar’s battery technology is based on nickel-metal hydride (NiHM) and has three distinct product benefits: performance through a long calendar lifetime, safety through a non-flammable battery technology, and sustainability from an energy efficient production process and a product made of recyclable materials. The Company’s head office is located in Täby, Sweden, and Nilar’s production and research and development is carried out in Gävle with an additional future production facility planned in Paldiski, Estonia.

Nilar is listed on Nasdaq First North Premier Growth Market and FNCA Sweden AB is the Company’s Certified Adviser (CA). Contact information: 08-52800399 or info@fnca.se.

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