Invitation to Subscribe for Shares and Warrants in Nustay A/S
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Finanstilsynet approved this prospectus on March 4th, 2020. The prospectus is valid for 12 months from the approval date. The obligation to supply additions to the prospectus in case of material new conditions, factual errors or other material errors is not applicable after the expiration of the period of validity. Nustay does however not intend to supply additions to the prospectus in case of material new conditions, factual errors or other material errors after the offer period subscribed in this prospectus. Therefore the period of validity may be shorter than 12 months. Invitation to subscribe for shares and warrants in Nustay A/S 36090316 | www.nustay.com| Nustay A/S 1 IMPORTANT INFORMATION Definitions so-called MTF platform. Companies listed on Spotlight have In this prospectus, the following definitions apply unless otherwise committed to follow Spotlight's listing agreement. The agreement stated: the "Company" or "Nustay" refers to Nustay A/S with CVR No aims, among other things, to ensure that shareholders and other 36090316. “Spotlight” refers to Spotlight Stock Market. “Units” refer players at the market receive accurate, immediate and simultaneous to shares and warrants which are settled by way of delivery of interim information on all the circumstances that may affect the Company's shares nr. 1. share price. Trading on Spotlight takes place in an electronic trading system that is available to the banks and members connected to Advisors and legal information Nordic Growth Market. This means that anyone who wants to buy or In connection with the rights issue described in this prospectus, sell shares listed on Spotlight can use their usual bank. The listing Sedermera Fondkommission is the financial advisor. Sedermera agreement and share prices can be found on Spotlight's website Fondkommission and VP Securities provide issuing services for (www.spotlightstockmarket.com). Nustay in connection to the rights issue. Sedermera Fondkommission is a secondary name of ATS Finans AB. Sedermera Fondkommission Forward-looking information has assisted the Company in the preparation of this prospectus. The The prospectus contains forward-looking information that reflects board of directors of Nustay A/S is responsible for the content. The the Company's current view of future events and financial and shares in Nustay A/S are not subject to trade or application thereon operational development. Words that indicate predictions or in any country other than Denmark and Sweden. The invitation indications regarding future developments or trends, and which are according to this prospectus does not apply to individuals whose not based on historical facts, constitute forward-looking information. participation requires additional prospectus, registration measures Forward-looking information is inherently associated with both or other measures than those that comply with Danish law. The known and unknown risks and uncertainties, as it is dependent on prospectus may not be distributed in the United States, Australia, future events and circumstances. Forward-looking information does Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, not constitute a guarantee regarding future results or development Singapore or other countries where the distribution or this invitation and actual results may differ materially from what is stated in the requires additional measures as stated in the previous sentence or forward-looking information. Statements about the outside world contravene rules in such country. Disputes arising from the contents and future conditions in this document reflect the board of directors' of the prospectus or related legal matters shall be settled according and executive managements current view on future events and to Danish law and at the Danish court. The prospectus is available at financial developments. Forward-looking information express only Nustay’s office, on the Company's website (www.nustay.com) and on the assessments and assumptions made by the board of directors at Spotlight's website (www.spotlightstockmarket.com). The the time of the prospectus. These statements are well thought out, prospectus can also be accessed via Sedermera Fondkommission’s but the reader is made aware that these, like all future assessments, website (www.sedermera.se). Apart from what is stated in the audit are associated with uncertainty. report and reports incorporated by reference, no information in the prospectus has been reviewed or audited by the Company's auditor. Market information The board of directors assures that information from references and The prospectus contains market information related to Nustay's source references has been reproduced correctly and that – as far as business and the market Nustay operates in. Unless otherwise stated, the board of directors knows and can insure by comparison with such information is based on the Company's analysis of several other information published by the third party concerned – no different sources. Prospective investors should be aware that the information has been omitted in a way that would render the financial information, market information and the forecasts and information reproduced incorrect or misleading. Spotlight is a estimates of market information contained in the prospectus do not subsidiary of ATS Finans AB, a securities company under the necessarily constitute reliable indicators of the Company's future supervision of the Swedish Financial Authority. Spotlight operates a performance. 2 TABLE OF CONTENTS OFFERING IN SUMMARY .................................................................................................................................................................................. 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................................................... 5 PROSPECTUS SUMMARY ................................................................................................................................................................................. 6 INFORMATION FROM THIRD PARTIES ........................................................................................................................................................... 12 RESPONSIBILITY STATEMENT ......................................................................................................................................................................... 13 MOTIVE FOR THE RIGHTS ISSUE OF SHARES AND WARRANTS .................................................................................................................... 14 COMPANY AND MARKET DESCRIPTION ......................................................................................................................................................... 19 WORKING CAPITAL .......................................................................................................................................................................................... 25 RISK FACTORS................................................................................................................................................................................................. 26 TERMS AND CONDITIONS FOR THE SECURITIES........................................................................................................................................... 30 TERMS AND CONDITIONS FOR THE OFFER .................................................................................................................................................... 32 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT TEAM .................................................................................................................. 40 FINANCIAL OVERVIEW.................................................................................................................................................................................... 43 LEGAL ISSUES, OWNERSHIP AND ADDITIONAL INFORMATION .................................................................................................................. 50 AVAILABLE DOCUMENTS ............................................................................................................................................................................... 54 3 OFFERING IN SUMMARY Nustay is planning on carrying out a rights issue of shares and warrants which are settled by way of delivery of interim shares nr. 1 (below referred to as “Units”). The Unit will be admitted for trading on Spotlight Stock Market and converted automatically to shares and warrants at a given date. A Unit is a combination of securities that have been bundled and bought and sold as one. In this right issue, one (1) Unit consists of five (5) shares and three (3) warrants. The rights issue of shares and warrants will be executed with a pre-emptive right for existing shareholders. “Pre-emptive right” in this prospectus refers to existing shareholder's right to subscribe for shares and warrants in the rights issue. After subscription and payment of shares and warrants, these are settled by way of delivery of Units to the subscriber's securities account and will be automatically exchanged for shares and warrants in the Company, which will be registered with the Danish Business Authority (Erhvervsstyrelsen). Trading in Units will take place on Spotlight Stock Market until the automatic conversion into shares and warrants takes place. After this