Coala-Life Group AB resolves on directed new share issues against payment through set-off of debts amounting to SEK 17 million at a subscription price of SEK 0.063 per new share


Coala-Life Group AB (“Coala Life” or the “Company”) has utilized the set-off commitments provided by lenders and other creditors (the "Creditors") in accordance with the press release published by the Company on 1 February 2024 and has resolved on directed new share issues of a total of 270,214,367 new shares to the Creditors against payment through set-off of debts amounting to SEK 17.0 million (the "Set-off Issue"). The subscription price in the Set-off Issue amounts to SEK 0.063 per share.

Coala Life announced on 1 February 2024 that the Company had reached an agreement on a financing solution to secure the Company’s liquidity. As part of the financing solution, the Creditors entered into commitments to set off claims against subscription of new shares in the Company at a subscription price per new share of SEK 0.063. The Company has now utilized the commitments and resolved to carry out the Set-off Issue.

Since the Creditors include persons who are subject to the so-called “Leo rules” in Chapter 16 of the Swedish Companies Act, the Set-off Issue has been made through two separate issue resolutions.

The first part of the Set-off Issue was resolved by the Company’s board of directors with the support of the authorization from the extraordinary general meeting on 22 December 2023 and consists of to a directed issue of a total of 173,642,559 new shares to the existing shareholders 20 North Street CO AB (47,619,047 new shares), Nils-Holger Olsson (5,456,031 new shares), Hans-Ivar Olsson (5,081,555 new shares), Åke Sundvall Holding AB (18,769,809 new shares), Buntel AB (44,389,805 new shares), Formue Nord Markedsneutral A/S (44,389,805 new shares) and the new investor Ekarve Förvaltning AB (7,936,507 new shares).

The second part of the Set-off Issue was resolved by the Company’s board of directors subject to the subsequent approval of the general meeting and consists of a directed issue of 96,571,808 new shares to the Company’s chairman of the board Per Carendi (4,778,666 shares), the Company’s CEO Dan Pitulia (51,237,873 shares) and a company closely related to Dan Pitulia, Yannic Limited, (40,555,269 shares). A proposal to approve the second part of the Set-Off Issue will be presented at the Company’s annual general meeting 2024.

The reason for the deviation from the shareholders' preferential rights is to reduce the Company’s indebtedness by enabling set-off of existing debts incurred in order to meet the Company’s immediate liquidity needs and accrued compensations and secure a more favourable capital structure for the Company.

The new shares are issued at a price of SEK 0.063 per share, which has been determined through an arm’s length negotiation and corresponds to the subscription price per new share in the rights issue carried out in January 2024 (where the subscription price per unit, consisting of four new shares and one warrant free of charge, amounted to SEK 0.24) adjusted upwards so as not to fall below the quota value of the shares at the intended time of registration. In light of the outcome of the rights issue, the subscription price is deemed to be in accordance with market conditions.

The Set-off Issue increases the number of shares and votes in the Company from 1,264,838,743 to 1,535,053,110 and the share capital from SEK 632,419.3716 to 767,526.5551, which corresponds to a dilution effect of approximately 17.6 per cent in relation to the existing number of shares and votes.


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Forward-looking statements

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