THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
The board of directors of
INSIDE INFORMATION: The board of directors of
The board of directors intends to resolve on the Rights Issue around the end of
Prior to the EGM, the board of directors of
- The intention is that the Rights Issue, if fully subscribed, will provide
Climeon with approximatelySEK 100 million before deduction of costs attributable to the Rights Issue. In addition, the Company may receive additional proceeds through the exercise of warrants that are issued as part of the Units. Climeon intends to use the proceeds from the Rights Issue to finance deliveries of existing and expected orders and the continued commercialization of HeatPower300, as well as to strengthen the Company's working capital.- Existing shareholders will receive unit rights entitling them to subscribe for Units, which are intended to consist of class B shares and warrants that allow for further subscription of class B shares at a later date. It is expected that the Units will be structured with a 2:1 ratio of B shares and warrant(s), for example, for each two shares, one warrant will be included in a Unit, entitling to subscription of B shares in the Company.
- The subscription price in the Rights Issue is intended to be priced at a discount to TERP (theoretical ex-rights price) of at least 30 percent based on the volume-weighted average price of the Company's class B share on Nasdaq First North Premier Growth Market for the three trading days preceding the board of director's potential resolution on the Rights Issue and its terms.
- The subscription price for subscription of class B shares through the exercise of subscription warrant(s) obtained when subscribing for Units is intended to correspond to 70 percent of the volume-weighted average price during a certain fixed measurement period, but not higher than an amount corresponding to a 200 percent increase of the portion of the subscription price in the Rights Issue that applies to one share (i.e., the subscription price for one share in the Rights Issue multiplied by three). The subscription period is intended to commence in
June 2024 . - Full terms and conditions for the Rights Issue will be disclosed as soon as the board of directors resolves to implement the Rights Issue. A prospectus will be published before the subscription period for the Rights Issue begins, and the Company will invite investor to a digital presentation from the Company's management in relation to the subscription period. An invitation to the digital presentation will be published on the Company's website.
Background and rationale for the Rights Issue
On
Subscription undertakings and guarantee commitments
For the guarantee commitment, a fee of 8.5 percent of the guaranteed amount will be paid. In accordance with the terms of the guarantee agreements, the fee shall be paid in the form of newly issued class B shares in the Company (’’Compensation Issue'’). The subscription price in the Compensation Issue shall correspond to 90 percent of the volume-weighted average share price (VWAP) of the Company's class B share on Nasdaq First North Premier Growth Market during the last three days in which unit rights can be traded in the Rights Issue. The Compensation Issue is intended to be resolved upon with the support of the authorisation proposed by the board of directors at the EGM.
Extraordinary general meeting
To enable the implementation of the Rights Issue, the board of directors of
The notice for the EGM will be published through a separate press release and will be available on the Company's website, www.climeon.com.
Lock-up
In connection with the Rights Issue, the Company and founders Joachim Karthäuser and Thomas Öström will enter into customary lock-up agreements for a period ending on the date falling 180 days after the announcement of the outcome in the Rights Issue.
Prospectus and indicative timetable
If the Rights Issue is carried out, complete terms and conditions for the Rights Issue and other information about the Company will be included in a prospectus that the Company will publish before the subscription period begins.
Provided that the board of directors is authorized to resolve on the Rights Issue, it is envisaged that:
- the last day of trading in the class B shares including right to participate in the Rights Issue will be around
2 November 2023 ; - the first day of trading in the class B shares excluding right to participate in the Rights Issue will be around
3 November 2023 ; - the record date for participation in the Rights Issue will be around
6 November 2023 ; - the prospectus will be published around
7 November 2023 ; and - the subscription period will occur from
8 November 2023 to22 November 2023 .
Advisors
For more information, please contact:
+46 708 345 228
lena.sundquist@climeon.com
+46 700 80 75 00
carl.arnesson@climeon.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 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
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
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 in this press release is only intended to describe the background to the intended Rights Issue 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.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
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 that the assumptions on which it is based is 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 the date of this press release 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 required by law or Nasdaq First North Premier Growth Market's rule book for issuers.
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