Impact Coatings Publishes Prospectus in Connection to the Rights Issue

Important information

The information in this press release does not constitute an offer or invitation to acquire or subscribe for any subscription rights, paid subscription shares or shares (“Securities”) in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in Impact Coatings will only be made through the prospectus that Impact Coatings intends to publish.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus, or any other jurisdiction where participation in the Rights Issue would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws of the relevant state or other jurisdiction in the United States. There will be no public offering of Securities in the United States. The Securities referred to herein have not been approved or disapproved by the U.S. Securities and Exchange Commission (SEC), any state regulatory authority in the United States or any other U.S. regulatory authority nor have any of the foregoing authorities passed upon or endorsed the Rights Issue or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense in the United States.

No public offer of Securities is made in the United Kingdom and into any countries within the European Economic Area (“EEA”) other than Sweden. In other member states of the European Union (“EU”) or the United Kingdom, such an offer may only be made in accordance with the exemption in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”) or Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). In other countries in the EEA that have implemented the Prospectus Regulation in their national legislation, such an offer may only be made in accordance with the exemption in the Prospectus Regulation and/or in accordance with each relevant implementing measure. In other countries in the EEA that have not implemented the Prospectus Regulation in their national legislation, such an offer may only be made in accordance with the applicable exemption in national legislation.

This press release is prepared on the basis that any offer of Securities in the United Kingdom or any Member State of the EEA which has implemented the Prospectus Regulation (each, a “Relevant Member State”), or the UK Prospectus Regulation, will be made pursuant to an exemption under the Prospectus Regulation, from the requirement to publish a prospectus for offers of Securities. Accordingly, any person in the United Kingdom or that Relevant Member State, which are the subject of the offer and participates in in the Rights Issue, may only do so in circumstances in which no obligation arises for Impact Coatings or any other third party to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or UK Prospectus Regulation, in each case, in relation to such offer. Neither Impact Coatings nor Pareto Securities AB have authorised, nor do they authorise, the making of any offer of the Securities through any financial intermediary, other than that Pareto Securities AB and other securities institutions with requisite licenses will provide brokerage services in connection with the purchase and sale of subscription rights and paid subscribed shares. Neither Impact Coatings nor Pareto Securities AB have authorised, nor do they authorise, the making of any offer of Securities in circumstances in which an obligation arises for Impact Coatings or any other third party to publish or supplement a prospectus for such offer.

In the United Kingdom this press release is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The information in this press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with Relevant Persons.
 
Forward-looking statements
This press release may contain forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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’s rule book for issuers.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the prospectus that include a more detailed description of factors that may affect the Company’s operations and the market in which the Company operates.