STOCKHOLM, Nov. 8, 2019 /PRNewswire/ -- The Board of
Directors of Minesto AB ("Minesto" or "the Company") has decided to
carry out a rights issue of up to 6,084,133 units at a subscription
price of SEK 14.12 per unit (the
"Rights Issue "), based on the authorization given by the annual
general meeting on June 4, 2019. One
unit contains one (1) share and one (1) warrant for subscription of
shares in the Company no later than 30 April
2021.
The Rights Issue is carried out in order to give the existing
shareholders of the Company the opportunity to subscribe for new
shares in the Company under the same conditions as in the private
placement of units of approximately SEK 60
million (the "Directed Issue") that Minesto completed in
October 2019.
The Directed Issue and the Rights Issue enable Minesto to
accelerate the commercialization of the Company's technology, at
the same time as resolved publicly funded projects can
be realized. Further, it provides Minesto with financial resources
for the foreseeable future in order to facilitate the expansion to
the first large-scale commercial farms.
The Rights Issue in short
- One (1) share entitles the holder one (1) subscription right,
and sixteen (16) subscription rights entitle subscription to one
(1) unit.
- One (1) unit contains one (1) share and one (1) warrant.
- The subscription price is SEK
14.12 per unit.
- The subscription rights which will be assigned to Midroc New
Technology AB will be discarded in accordance with the principle
communicated in connection with the Directed Issue. This results in
total proceeds of approximately SEK 86
million before transactions costs, provided that the Rights
Issue is fully subscribed.
- The expected subscription period runs from 4 December 2019 until 18
December 2019.
- The expected record date for the detachment of the subscription
rights in the Rights Issue is 2 December
2019.
- The subscription period for the warrant included in the unit
will expire on 30 April 2021. Each
warrant gives the holder the right to subscribe for one (1) new
share in the Company. For information on the subscription price for
the warrant, see "Terms for the Rights Issue" below.
- The prospectus for the Rights Issue is expected be published on
or about 3 December 2019. The
indicative time table below assumes that the prospectus is
published within the stated time.
- Minesto's largest shareholder, BGA Invest AB, has committed to
subscribe for units to a total value of SEK
20 million in the Rights Issue, corresponding to
approximately 23 percent of the total number of units in the Rights
Issue.
Indicative time table of the Rights Issue
28 November
2019
|
Last day of trading
in the Minesto share with the right to participate in the Rights
Issue
|
2 December
2019
|
Record date.
Shareholders who are registered in the share register on this day
will receive subscription rights for participation in the Rights
Issue
|
3 December
2019
|
Estimated date for
publication of the prospectus
|
4 December - 16
December 2019
|
Trading in
subscription rights
|
4 December - 18
December 2019
|
Subscription
period
|
4 December 2019 - 10
January 2020
|
Trading in paid
subscribed shares (Sw. betald tecknad aktie, BTA)
|
On or about 20
December 2019
|
Announcement of the
outcome of the Rights Issue
|
Background and reasons
In connection with Minesto's completion of the Directed Issue on
28 October 2019, the Company also
announced its intention to carry out a rights issue of identical
units in order to give existing shareholders the opportunity to
subscribe for new shares in Minesto on the same terms as in the
Directed Issue, and thus maintain their relative shareholding in
relation to Midroc New Technology AB.
With the capital injection from the Directed Issue, the cash
position is estimated to be sufficient to finance the Company's
working capital requirement during the coming twelve-month period.
The Rights Issue is expected to raise proceeds of approximately
SEK 86 million to the Company, before
transaction costs, which are expected to amount to approximately
SEK 4 million. Assuming the
completion of the Rights Issue, the net proceeds will be
distributed according to the following order of priority and
scope:
- Completion, further development and expansion of the first
production facilities in the Company's current projects in the UK,
the Faroe Islands, Taiwan and France (approximately 60 percent); and
- Other product and market development activities focusing on
customer collaboration and installation projects (approximately 40
percent).
- Upon full exercise of all the warrants in the Directed Issue
and the Rights Issue, and provided that any conversion of the
subscription price is not carried out in accordance with current
conditions, the Company will receive additional proceeds of
approximately SEK 201 million, before
transaction costs, no later than April 30,
2021. The Company intends to use the net proceeds from the
warrants according to the following order of priority and
scope:
- Enable the expansion of the first large-scale commercial parks,
partly through initial project investments in-house and in
combination with external parties, and partly to ensure the
Company's capacity to deliver products (approximately 70 percent);
and
- Other product and market development activities (about 30
percent).
The transaction costs for the Directed Issue, the Rights Issue
and the exercise of warrants are estimated to amount to
approximately SEK 12 million in
total, upon full subscription.
Terms for the Rights Issue
Shareholders registered in the share register kept by Euroclear
Sweden AB on 2 December 2019 have the
right to subscribe for units in relation to the previous holdings
of shares. One (1) held share as of this date entitles one (1)
subscription right and sixteen (16) subscription rights entitle one
(1) unit. One unit contains one (1) share and one (1) warrant
(TO3).
In addition, investors are offered the opportunity to subscribe
for units without the support of subscription rights.
In the event that not all units are subscribed for by
subscription rights, the Board of Directors shall, within the frame
for the maximum amount of the Rights Issue, decide on allocation of
units subscribed for without the support of subscription rights. In
that case, units shall: (i) first be allocated to those who have
also subscribed for units with subscription rights, whether or not
they were shareholders on the record date, pro rata in relation to
the number of subscription rights that has been used for
subscription; (ii) second, be allocated to others who have
expressed interest to subscribe for units without subscription
right, pro rata in relation to their registered interest, and, to
the event that this cannot be done, by lottery.
Subscription of units supported by subscription rights shall be
made by cash payment from 4 December
2019 up until 18 December
2019. Application for subscription of units without support
of subscription rights shall be made in a specific application form
during the same period. Payment for units subscribed for without
support for subscription rights shall be made in accordance with
the instructions in the settlement note which will be sent to those
who receive allocation. The Board of Directors of the Company
reserves the right to extend the subscription period and the time
for payment under all conditions. Such extension shall be announced
no later than the last day of the subscription period and published
by the Company.
Full subscription in the Rights Issue implies that the number of
shares in the Company increases from 119,471,630 shares to
125,555,763 shares, which corresponds to a dilution of
approximately 4.8 percent of the number of shares and the votes in
the Company. Upon full exercise of the warrants in the Directed
Issue and the Rights Issue, the number of shares will increase by
10,333,423 to a maximum of 135,889,186 shares, corresponding to a
dilution of approximately 7.6 percent of the number of shares and
the votes in the Company.
The strike price for the warrant will be set to the lower of (i)
SEK 19.42 or (ii) the volume weighted
average price of the Company's share on the trading day following
the record date for the detachment of the subscription rights in
the Rights Issue multiplied by 1.10.
Furthermore, should the subscription price for the warrant be
more than 10% higher than the volume weighted average price during
the period April 20-30, 2020, the
subscription price will be reset to the volume weighted average
price during the period April 20-30,
2020, with an addition of 10 percent. However, the strike
price for the warrant can never be less than SEK 9.71.
Prospectus
A prospectus with full terms and conditions regarding the Rights
Issue will be available prior to the start of the subscription
period on Minesto's website (www.minesto.com), Pareto Securities'
website (www.paretosec.se) and Aktieinvest's website
(www.aktieinvest.se).
Advisor
Pareto Securities AB is the financial advisor and MAQS
Advokatbyrå is the legal advisor in connection with the Rights
Issue.
For additional information please contact
Dr Martin Edlund
CEO, Minesto AB
+46-31-29-00-60
press@minesto.com
Magnus Matsson
Communications Manager, Minesto AB
+46-31-774-14-89
press@minesto.com
The information in this press release is such that Minesto AB
(publ) shall announce publicly according to the EU Regulation No
596/2014 on market abuse (MAR). The information was submitted for
publication, through the agency of the contact person set out
above, at 17:30 CET on 8 November 2019.
About Minesto
Minesto is a marine energy technology company with the mission
to minimise the global carbon footprint of the energy industry by
enabling commercial power production from the ocean.
Minesto's award winning and patented product, Deep Green, is the
only verified marine power plant that operates cost efficiently in
areas with low-flow tidal streams and ocean currents.
With more than €40 million of awarded funding from the European
Regional Development Fund through the Welsh European Funding
Office, European Innovation Council and InnoEnergy, Minesto is the
European Union's largest investment in marine energy to date.
Minesto was founded in 2007 and has operations in Sweden, Wales, Northern
Ireland and Taiwan. The
major shareholders in Minesto are BGA Invest and Midroc New
Technology. The Minesto share (MINEST) is traded on the Nasdaq
First North Growth Market. Certified Adviser is G&W
Fondkommission, email: ca@gwkapital.se, telephone: +46 8 503 000
50.
Read more about Minesto at www.minesto.com
Press images and other media material is available for download
via bit.ly/Minesto_media.
Important information
This press release does not constitute an invitation to
subscribe for shares, warrants, units in Minesto and investors
shall not subscribe or acquire any securities other than based on
the information provided in the prospectus which Minesto will
publish on its website after approval and registration with the
SFSA.
Subscription rights, paid subscribed shares (Sw. betald
tecknad aktie, BTA) or newly issued shares may not be sold in
the United States absent
registration or an exemption from registration under the US
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold within the United
States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. There is no intention to register any
securities referred to herein in the
United States or to make a public offering of the securities
in the United States. This press
release, as well as the prospectus, the application form and other
documents related to the Rights Issue may not be announced,
published, copied, reproduced or distributed, directly or
indirectly, in whole or in part, within or into Australia, Hong
Kong, Japan, Canada, New Zeeland, Singapore, South
Africa, the United States
or in any other jurisdiction where such announcement, publication
or distribution of the information would not comply with applicable
laws and regulations or where such actions are subject to legal
restrictions or would require additional registration or other
measures than what is required under Swedish law.
The Company will not apply for approval of any offer to the
public regarding the securities referred to in this press release
in any member state within the European Economic Area ("EEA") other
than Sweden.
This press release contains 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.
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