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2022-05-25

Climeon: THE BOARD OF DIRECTORS IN CLIMEON HAS DECIDED ON A FULLY GUARANTEED RIGHTS ISSUE OF APPROXIMATELY SEK 160 MILLION

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" IN THE END OF THIS PRESS RELEASE.

INSIDER INFORMATION: The Board of Directors of Climeon AB (publ) ("Climeon" or the "Company") has today, by virtue of the authorization from the Company's Annual General Meeting on 18 May 2022, resolved to conduct a fully guaranteed new share issue of a maximum of 35 664 407 class B shares in Climeon with preferential rights for the Company's existing shareholders, in accordance with the previously published press release issued on 13 May 2022 (the "Rights Issue"). The subscription price in the Rights Issue has been set by the Board of Directors of the Company at SEK 4.50 and will, if fully subscribed, contribute with a consideration of approximately SEK 160 million for the Company before deduction of costs attributable to the Rights Issue. The Rights Issue is fully guaranteed by subscription commitments received from existing shareholders and guarantee commitments from external investors. As previously announced, the purpose of the Rights Issue is to strengthen the Company's financial position and to support the implementation of the Company's business plan and strategy with the commercialization of the next generation heat power technology, HeatPower 300. Furthermore, the Company's founder and board member Thomas Öström has informed the Board that he intends to convert 1,000,000 of his class A shares into class B shares in order to reduce the voting concentration in the Company, which is deemed positive to enable a further broadening of the Company's ownership base.

Summary of the rights issue
  • The Board of Directors of Climeon has today, based on the authorisation granted by the Annual General Meeting of 18 May 2022, decided to carry out a fully guaranteed new share issue with preferential rights for the Company's existing shareholders.
  • The Rights Issue comprises a maximum of 35,664,407 class B shares in Climeon and will, upon full subscription, raise proceeds of approximately SEK 160 million for the Company before deduction of costs attributable to the Rights Issue.
  • Climeon intends to use the net proceeds from the Rights Issue for ongoing operational costs and the completion and commercialization of HeatPower 300.
  • The record date for participation in the Rights Issue is 1 June 2022.
  • The subscription period is intended to start on 3 June 2022 and end on 17 June 2022.
  • Existing shareholders of the Company as of the record date of June 1, 2022 will receive one (1) class B subscription right for each class A or class B share held on the record date. Five (5) subscription rights entitle the holder to subscribe for three (3) class B shares in the Rights Issue.
  • The subscription price in the Rights Issue is set at SEK 4.50 per share, which corresponds to a discount to TERP (theoretical share price after separation of subscription rights) of approximately 42.3 percent compared to the closing price as of 24 May 2022 on Nasdaq First North Premier Growth Market.
  • Trading in subscription rights is expected to take place during the period 3 June 2022 to 14 June 2022.
  • The rights issue is fully guaranteed by subscription commitments and guarantee undertakings.

Terms and conditions of the Rights Issue

Holders of class A and class B shares in the Company who on the record date of 1 June 2022 are registered in the share register kept by Euroclear Sweden AB have preferential rights to subscribe for shares in the Rights Issue in proportion to the number of class A and class B shares held on the record date. For one (1) class A or class B share, one (1) subscription right is received, five (5) subscription rights entitle to subscription for three (3) class B shares.

The subscription price has been set at SEK 4.50 per share. Through the Rights Issue, the Company will receive approximately SEK 160 million before deduction of costs attributable to the Rights Issue. The Rights Issue will, if fully subscribed, increase the Company's share capital by SEK 534 966, from SEK 891 610 to SEK 1 426 576 and the number of shares in the Company will increase by 35 664 407 from 59 440 679 to 95 105 086, including class A shares. The number of votes will increase by 35 664 407 from the current 153 490 679 number of votes to 189 155 086 number of votes, disregarding Thomas Öström's conversion of 1 000 000 class A shares into class B shares. After the reclassification, the number of votes in the Company will be 180 155 086.

The subscription period for the Rights Issue will run from 3 June 2022 to 17 June 2022. The Company's Board of Directors has the right to extend the subscription and payment period, in which case this will be announced separately.

Shareholders who choose not to participate in the Rights Issue will have their shareholding diluted by approximately 37.5 percent upon full subscription in the Rights Issue (excluding remuneration to guarantors) based on the total number of shares in Climeon after the Rights Issue. Through the sale of subscription rights, shareholders who choose not to participate in the Rights Issue can be financially compensated.

Subscription and guarantee commitments

Thomas Öström, Peter Lindell, Joachim Karthäuser, Olle Bergström, Fredrik Ljungström, Ann-Helene Ljungström, Stefan Lerneby, the SEB Foundation, Johan Sjögren, and Peter Bühler, representing in total 39 percent of the shares and 76 percent of the votes in Climeon directly or through companies as of the date of this announcement, have, by entering into subscription commitments, undertaken to subscribe to a total of 38 percent of the Rights Issue in accordance with the terms of the Rights Issue.

In addition, Modelio Equity and Wilhelm Risberg have, by way of guarantee commitments, undertaken to guarantee a total of SEK 100 million of the Rights Issue. The guarantors have the option to receive the guarantee payment in cash or in class B shares. The compensation, if paid in cash, amounts to 10 percent of the guaranteed amount and 12 percent if paid in Climeon class B shares. The number of class B shares is determined by calculating a volume weighted average share price (VWAP) on the Nasdaq First North Premier Growth Market during the subscription period. 

The rights Issue is thus fully guaranteed.

Preliminary timetable for the Rights Issue

The following timetable is preliminary and may be subject to change.

+-------------------------------------------------------+---------------------+
|Last day for trading in the Company's shares including |30 May 2022 |
|the right to receive subscription rights | |
+-------------------------------------------------------+---------------------+
|First day of trading in the Company's shares excluding |31 May 2022 |
|the right to receive subscription rights | |
+-------------------------------------------------------+---------------------+
|Record date for participation in the Rights Issue, i.e.|1 June 2022 |
|shareholders who are registered in the share register | |
|maintained by Euroclear Sweden AB on this date will | |
|receive subscription rights entitling them to | |
|participate in the Rights Issue | |
+-------------------------------------------------------+---------------------+
|The Prospectus is approved by Swedish Financial |2 June 2022 |
|Supervisory Authority and published on the Company's | |
|website | |
+-------------------------------------------------------+---------------------+
|Trading in subscription rights |3 June - 14 June 2022|
+-------------------------------------------------------+---------------------+
|Subscription period |3 June - 17 June 2022|
+-------------------------------------------------------+---------------------+
|Announcement of the final outcome of the Rights Issue |20 June 2022 |
+-------------------------------------------------------+---------------------+

Advisor

DNB Markets, part of DNB Bank ASA, Sweden branch, is the financial advisor and Baker McKenzie Advokatbyrå KB is the legal advisor to the Company in relation to the Rights Issue.

Re-registration of 1 000 000 of Thomas Öström's class A shares

Thomas Öström, with an ownership of 8 900 000 class A shares and 130 900 class B shares as of the date of this announcement, has chosen to reclassify 1 000 000 class A shares to class B shares with lower voting rights. The reclassification has been made in order to reduce the concentration of voting rights, which is considered to be positive in order to allow for a further broadening of the Company's ownership base. After the reclassification, but before the Rights Issue, Thomas Öström will control 55.5 percent of the votes in the Company, down from 58.1 percent previously.

FOR MORE INFORMATION, PLEASE CONTACT:

Lena Sundquist, CEO, Climeon

+46708 345 228

Lena.sundquist@climeon.com

Carl Arnesson, CFO Climeon

+46 700 80 75 00

carl.arnesson@climeon.com

This press release constitutes inside information that Climeon AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company's news distributor, Cision, at the publication of this press release.

[Icon About Climeon AB
(publ)
Description
automatically Climeon is a
generated] Swedish product
company within
energy technology.
The company's
unique technology
for thermal power
- Heat Power -
makes accessible a
largely unused
energy source and
provides
sustainable
electricity from
hot water, around
the clock, all
year round. Heat
Power is a cheap
and renewable
energy source with
the potential to
replace much of
the energy that
today comes from
coal, nuclear
power, oil and
gas. The B share
is listed on the
Nasdaq First North
Premier Growth
Market. FNCA
Sweden AB is a
Certified Adviser,
+46 (0) 8
-528 00 399
info@fnca.se.

Learn more at
climeon.com (http:/
/www.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 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 Climeon in any jurisdiction, neither from ...

Författare Cision