Enzymatica publishes supplementary prospectus
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, BELARUS, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR INVOLVE REQUIREMENTS FOR MEASURES OTHER THAN WHAT FOLLOWS BY SWEDISH LAW.
The Board of Directors of Enzymatica AB (“Enzymatica” or “Company”) has issued a supplement (the “Supplementary Prospectus”) in addition to the EU growth prospectus that has been approved and registered by the Swedish Financial Supervisory Authority (Finansinspektionen) and was published on August 26, 2024, (the “Prospectus”). The Supplementary Prospectus has today been approved by the Financial Supervisory Authority and has been published on the Company's website, as well as in other channels.
The Supplementary Prospectus has been prepared as Enzymatica on September 5, 2024, announced through a press release the publication of further significant results (secondary endpoints) from the independent clinical study on ColdZyme at the University of Kent (UK). The press release is available on the Company’s website (www.enzymatica.com).
Investors who, prior to the publication of this Supplementary Prospectus, have made a subscription or otherwise agreed to subscribe for shares in the rights issue that Enzymatica issued on July 18, 2024, (the “Rights Issue”) are entitled under Article 23 (2) of Regulation (EU) 2017/1129 to withdraw their subscription or consent within two working days of the publication of the Supplementary Prospectus, i.e. until September 12, 2024. Withdrawal must be made in writing to Bergs Securities AB, Jungfrugatan 35, 114 44 Stockholm or via e-mail to info@bergssecurities.se. Investors who have subscribed for shares in the rights issue through a nominee must contact their nominee for withdrawal. Subscriptions that have not been withdrawn within the specified time will remain binding and investors who wish to remain with their subscription for shares in the rights issue do not need to take any action.
The Supplementary Prospectus, which has been approved by the Financial Supervisory Authority today, September 9, 2024, constitutes a part of, and should be read together with, the Prospectus. The Prospectus and the Supplementary Prospectus are available on the Company's website (www.enzymatica.com) as well as on Bergs Securities' website (www.bergssecurities.se). The Supplementary Prospectus will also be available on the Financial Supervisory Authority's website (www.fi.se). For terms and conditions and other information about the Rights Issue, please refer to the Prospectus.
Bergs Securities is the financial advisor and Setterwalls Law Firm is the legal advisor to Enzymatica in connection with the Rights Issue.
For more information, please contact:
Claus Egstrand, CEO, Enzymatica AB
Phone: +44 7780 22 8385 | Email: claus.egstrand@enzymatica.com
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 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 the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the
Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), shares referred to in the press release may only be offered in accordance with applicable exemptions under the Prospectus Regulation.
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 offering 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 United States, Hong Kong, Canada, Japan, New Zeeland, Russia, Belarus, Singapore, South Africa, Australia, 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.
A prospectus regarding the Rights issue described in this release has been published by the Company on August 26, 2024. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement. Complete information regarding the Rights issue can only be obtained through the Prospectus. Enzymatica has not authorized any offer to the public of shares or rights in any other member state of the EEA. 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. 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 new shares. Any investment decision in connection with the Rights issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the financial adviser. The financial adviser is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
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 Enzymatica 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 Enzymatica may decline and investors could lose all or part of their investment; the shares in Enzymatica offer no guaranteed income and no capital protection; and an investment in the shares in Enzymatica 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 Enzymatica.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Enzymatica and determining appropriate distribution channels.
Enzymatica AB is headquartered in Lund, Sweden, and is listed on Nasdaq First North Growth Market.
For more information, please visit www.enzymatica.com. Enzymatica’s Certified Adviser is Carnegie Investment Bank AB (publ).