The board of directors of Climeon AB (publ) (”Climeon” or the ”Company”) has, as communicated in the Company’s press release earlier today, resolved to carry out a directed new share issue of 3,000,000 Class B shares at a subscription price of SEK 83 per share. The share issue was substantially over-subscribed with large interest from institutional investors in the Nordics, Germany, UK and USA. Through the directed new share issue, Climeon will receive proceeds amounting to SEK 249 million.
The board of directors of Climeon has, based on the authorization given by the annual general meeting on 19 April 2018, and as communicated in the Comany’s press release earlier today, resolved to carry out a directed new share issue of 3,000,000 Class B shares to institutional investors (the “Directed New Share Issue”). The Directed New Share Issue was, among others, subscribed for by Handelsbanken, Skandia, Länsförsäkringar, Enter Fonder and institutional investors in the Nordics, Germany, UK and USA. The transaction was carried out through an accelerated book building procedure by the Company’s financial advisor Pareto Securities AB (“Pareto Securities”).
The subscription price in the Directed New Share Issue is set to SEK 83 and has been determined through the book building procedure. Through the Directed New Share Issue, Climeon will raise SEK 249 million before transaction costs. The subscription price in the Directed New Share Issue constitutes a discount of 7.7 percent compared the closing price on 3 April 2019.
The Directed New Share Issue entails a dilution of approximately 6 percent of the number of shares and approximately 2 percent of the votes in the Company. Through the Directed New Share Issue, the number of outstanding shares will increase by 3,000,000 from 46,180,279 to 49,180,279, and the number of votes will increase from 174,430,279 to 177,430,279. The share capital will increase by SEK 45,000 from SEK 692,704.185 to SEK 737,704.185.
The reason for the deviation from the shareholders’ preferential rights are mainly to broaden the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time and cost efficient manner. The Directed New Share Issue is carried out to accelerate the Company’s business plan through market establishment in chosen focus markets, accelerated product development to gain further cost savings, accelerating the path towards the long-term target of 50 percent gross margin and lowering the costs of surrounding customer systems at each site. In addition, the Directed New Share Issue will be used as a risk mitigation buffer and to strengthen the Company’s balance sheet to support the larger sales volumes. The board of directors’ assessment is that the subscription price in the Directed New Share Issue is in accordance with market conditions, since it was determined through an accelerated book building procedure.
In order to facilitate the delivery of shares to the investors in connection with the Directed New Share Issue, as expected for 8 April 2019, seven of the Company’s major shareholders, have jointly lent 3,000,000 shares to Pareto Securities. The shares will be returned after the Directed New Share Issue has been registered with the Swedish Companies Registration Office, which is expected to occur on or about 10 April 2019.
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 calendar days after the outcome of the Directed New Share Issue. In addition, board members[1]and persons of the management[2]have undertaken not to sell any shares in Climeon for a period of 180 calendar days after the outcome of the Directed New Share Issue, with customary exceptions.
Advisers
Pareto Securities AB is acting Sole Manager and Bookrunner and Baker & McKenzie Advokatbyrå KB is legal adviser in connection with the Directed New Share Issue.
For additional information, please contact:
Thomas Öström, CEO, Climeon
+46 708 94 96 05
thomas.ostrom@climeon.com
Christoffer Andersson, CFO and Deputy CEO, Climeon
+46 762 00 72 99
christoffer.andersson@climeon.com
Charlotte Becker, Head of Investor Relations & PR
+46 730 37 07 07
charlotte.becker@climeon.com
[1]Chairman Per Olofsson and board members Vivianne Holm, Therese Lundstedt, Olle Bergström, Stefan Brendgen and Thomas Öström.
[2]Thomas Öström, CEO, Christoffer Andersson, CFO & Deputy CEO, Joachim Karthäuser, CTO & Head of IPR, Karl Brodin, Head of R&D, Olle Tholander, Head of Sales & Marketing, Jonas Måhlén, Head of Operations & Delivery, Robin Goodoree, Head of Service, Sofie König, Head of Talent Management, Carina Osmund, Head of Sourcing & Production.
