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2020-01-08

Industrial Solar: ISHE board decides to conduct a rights issue and to sign term sheet for the acquisition of SolarSpring GmbH

On 8 January 2020, Industrial Solar Holding Europe AB (ISHE) announced
that the Board of Directors had resolved to launch a rights issue of
SEK 24.7M with preferential rights for existing shareholders. The
terms of this right issue are announced through this press release.

Background of this right issue is the planned acquisition of the
company SolarSpring GmbH, a spin-off from the Fraunhofer Institute
for Solar Energy systems in Freiburg and a manufacturer of innovative
membrane-based water treatment systems.

Industrial Solar announces that the Company's Board of Directors,
using the existing authorization to issue new shares, has resolved to
carry out a rights issue, of up to 3 798 247 shares at the
subscription price SEK 6.50. In total the Company issues
approximately SEK 24.7M in the rights issue. Upon full subscription,
the rights issue as set out above, the share capital will increase in
total SEK 373 765.59 to SEK 1 121 296.87.

In the rights issue with preferential right for existing shareholders
the Company receives approximately SEK 24.7M before costs related to
the rights issue on the following terms.

· Two (2) existing shares grants the right to subscribe for one (1)
new share.

· The subscription price is SEK 6.50 per share.
· Record date for participation in the rights issue with
preferential right is 15 January 2020.

Subscription period is 17 January up to and including 5 February 2020.

Background

The conversion and integration of our fossil-fuel-hungry and polluting
industries into a sustainable circular economy requires not only
clean energy but also technologies increasing the material efficiency
and reducing the industrial waste streams. Already today, 4 billion
people experience water scarcity at least one month per year. People
and industry both use freshwater, and in most industrial sectors
large amounts of water are required for various purposes. Ranging
from ultrapure water to saline solutions - the variety in required
liquid streams is large.

ISHE already holds 100% of Industrial Solar GmbH, a company providing
turnkey solutions for clean energy in the industrial sector,
especially for process heat (steam / hot water / thermal oil) and
cooling.

ISHE's decision to sign a term sheet for the acquisition of
SolarSpring GmbH is paving the way for a more comprehensive offer to
industrial customers heading towards a sustainable future - motivated
by internal guidelines or governmental obligations.

SolarSpring GmbH is an equipment manufacturer of innovative
membrane-based water treatment systems. The company is an absolute
pioneer in the field of membrane distillation for industrial
wastewater treatment. Through years of experience, they have
developed innovative systems like their rEvap (recovery evaporation)
membrane technology which provides a solution for many industrial
sectors which either aim to reuse process liquids or where sensitive
liquid products require concentration. This can include processes
like recovering acids in the metallurgical industry, concentrating
salty pickling solutions in the food industry or reducing the volume
of a hazardous mixed waste stream before disposal.

Their novel technology allows the recycling and reuse of valuable
compounds of the wastewater and the reduction of wastewater volume.
SolarSpring provides the entire value chain from conceptual design to
turnkey installation. Where conventional wastewater treatment methods
reach their limits or the disposal of process fluids exceeds the
financial scope, SolarSpring technology steps in.

Water treatment is also often essential for industries with a high
process heat demand. Thus, it is of great advantage to synchronize
heat supply and industrial water treatment to maximize the efficiency
of energy usage.

By combining the technologies of Industrial Solar and SolarSpring,
this synchronization can evolve since residual waste heat from
thermal processes can be used to power the rEvap systems which need
only a temperature level of 85 °C.

Besides their solutions for wastewater treatment, SolarSpring offers
also solar powered water purification systems which ensure a secure,
autonomous supply of fresh drinking water even if the water source is
contaminated with viruses and bacteria. This system is specially
designed for remote locations far from any infrastructure but in need
of a reliable source of clean drinking water.

Apart from the obvious technological match between Industrial Solar
and SolarSpring, there is also a clear strategic match in terms of
markets and customers and such sales activities.

SolarSpring's turnover in 2019 is expected to be in the range of 500
kEUR with a loss of 200 kEUR due to special effects. The previous years,
the company was break-even, and it has a strong growth potential
according to the current sales pipeline. The core team consists of
six engineers and developers who have helped building the company
from the beginning and who are fully committed.

Total deal value is approx. 800 kEUR divided into:

200 kEUR paid by ISHE shares to acquire 100% of SolarSpring shares,

250 kEUR paid in cash for operational activities and

350 kEUR ISHE shares transferred to an ESOP (Employee Stock Option
Program) to bind the core team and partners

The proceeds of the rights issue will partly be used for the
acquisition of SolarSpring, but also for co-financing several public
funded R&D projects and financing first projects on an energy
contracting basis at Industrial Solar GmbH, the other 100% owned
company from ISHE.

The acquisition of SolarSpring GmbH with their solutions for
wastewater treatment using waste heat from industrial processes is a
perfect match for Industrial Solar Holding Europe AB which then can
offer a broader range of renewables, water treatment and process
relevant technologies to industrial customers.

The rights issue

On 8 January 2020, the Board of Industrial Solar resolved, pursuant to
the authorization granted by the annual general meeting on 5 June
2019, on a share issue of up to 3 798 247 shares with preferential
rights for the Company's existing shareholders. The subscription
price amounts to SEK 6.50 per share, meaning that the Company will
receive up to approximately SEK 24.7M, before issue costs, through
the Rights Issue if fully subscribed.

For each share held on the record date of 15 January 2020,
shareholders will receive one (1) subscription right. Two (2)
subscription right entitles to subscription of one (1) share. If not
all shares issued in the Rights Issue are subscribed for with
subscription rights (primary preferential right), the Board of
Directors shall decide on the allotment of new shares subscribed for
without subscription rights in accordance with the following:

1) In the first instance the allocation shall be made to the company's previous shareholders as of the record date on 15 January 2020. In case of over-subscription, the allotment will be pro rata in relation to the number of shares held per record day and to the extent that this cannot be done by drawing lots.

2) In the second instance the shares shall be allotted to others that have subscribed for new shares without subscription rights, pro rata to the number of shares that each has applied to subscribe for.

Record date for participation in the Rights Issue is 15 January 2020,
and the subscription period takes place during the period 17 January
- 5 February 2020. The last day of trading in Industrial Solar's
share including the right to participation in the Rights Issue is 13
January 2020. Trading in subscription rights shall take place on
Spotlight Stock Market during the period 17 January 2020 - 3 February
2020.

Full terms and conditions for the Rights Issue as well as other
information about the Company will be disclosed in the memorandum
published no later than the day before the subscription period
starts.

Preliminary timeline

· January 13, 2020 - Last day of trading incl. preferential rights
· January 14, 2020 - First day of trading excl. preferential rights
· January 15, 2020 - Record date
· January 17 - February 3 2020 - Trading in rights
· January 17 - February 5 2020 - Subscription period
· January 17 2020 - Until the Rights Issue is registered at the
Swedish Companies Registration Office - Trading in BTA

· Around February 7 2020 - Disclosure of outcome of Rights Issue

Issuing agent

The issuing agent in relation to the issuing of the new shares is
Eminova Fondkommission AB.

This information is such information that Industrial Solar Holding
Europe AB is obliged to publish in accordance with the Securities
Market Act. The information was submitted for publication on 8
January, 2020.

For further information, please contact:

Christian Zahler, CEO of Industrial Solar Holding Europe AB.

E-Mail: info@industrial-solar.se

Internet: www.industrial-solar.se

T + 46 611 81 06 10

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 Industrial Solar in any
jurisdiction, neither from Industrial Solar nor from someone else.

Any investment decision in connection with the Rights Issue must be
made on the basis of all publicly available information relating to
the Company. Such information has not been independently verified by
the financial advisors. The information contained in this
announcement is for background purposes only 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 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 Securi...

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