Press release October 11, 2017
Climeon announces the outcome of the Offering ‒ trading on Nasdaq First North Premier starts on Friday October 13, 2017
Climeon AB (publ) (”Climeon” or the ”Company”), hereby announces the outcome of the Offering to subscribe for class B-shares in the Company in connection with the listing of the Company’s class B-shares on Nasdaq First North Premier (the “Offering”). The Offering attracted extensive interest, both from Swedish and international institutional investors as well as from the general public in Sweden. The Offering was oversubscribed several times.
The Offering in brief
- 6,451,614 newly issued class B-shares were sold in the Offering, corresponding to approximately 15.3 percent of the outstanding shares and approximately 3.8 percent of the votes after the Offering.
- In addition, in order to cover any overallotment, the Company has committed to, upon Pareto Securities’ request, issue a maximum of an additional 967,742 new class B-shares in the Company, corresponding to a maximum of 15 percent of the shares included in the Offering (the "Overallotment Option").
- If the Overallotment Option is fully exercised, a maximum of 7,419,356 class B-shares will be sold in the Offering, corresponding to approximately 17.2 percent of the total number of shares and approximately 4.3 percent of the votes in the Company after the Offering.
- The total number of shares in the Company following the Offering will amount to 42,148,414 if the Overallotment Option is not exercised and 43,116,156 if the Overallotment Option is fully exercised.
- The price in the Offering was, as communicated earlier, SEK 31 per class B-share, corresponding to a total value of the Company’s shares after the Offering of circa SEK 1,307 million if the Overallotment Option is not exercised and approximately SEK 1,337 million if the Overallotment Option is fully exercised.
- The share issue is expected to render proceeds of SEK 200–230 million to the Company before transaction costs, depending on the extent to which the Overallotment Option is exercised.
- Immediately following the Offering, provided that the Overallotment Option is fully exercised, Climeon’s largest shareholders will be Thomas Öström (22.4 percent of the total number of shares in Climeon), Joachim Karthäuser (11.5 percent) and Olle Bergström through company (3.1 percent).
- Ålandsbanken Fondbolag AB, LMK Venture Partners AB, Alfred Berg Kapitalförvaltning AB, Gullspång Invest AB and Blue AB have together acquired 3,227,000 class B-shares in the Offering as Cornerstone Investors, corresponding to approximately SEK 100 million or 43.5 percent of the Offering including the Overallotment Option and 7.5 percent of the number of shares in the Company after the Offering.
- Through the Offering, Climeon has received approximately 1,400 new shareholders. The new shareholders include both specialist and generalist institutional investors from Sweden and abroad, as well as investors among the general public in Sweden. Included among the new shareholders are strong institutional investors which, among other things, may in the future support the Company, its clients and partners with financing. It is the board’s assessment that it will confer a significant strategic advantage for the Company and thereby benefit all shareholders both in the short term and in the long term by allowing Climeon to undertake large-scale customer projects, where the possibility of customer financing is deemed to be of large importance.
- The trading in the Company’s class B-shares on Nasdaq First North Premier starts on Friday October 13, 2017, under the short name “CLIME” (ISIN code: SE0009973548). The settlement date occurs on the same day as the first day of trading.
- The Company has outstanding warrants which give the right to subscribe to 3,056,100 class B-shares* in Climeon. After the Offering and the redemption of all warrants, the total number of shares in the Company will amount to 45,204,514 if the Overallotment Option is not exercised and 46,172,256 if the Overallotment Option is fully exercised, which corresponds to a total value of the Company’s shares of approximately SEK 1,401 million if the Overallotment Option is not exercised and SEK 1,431 million if the Overallotment Option is fully exercised.
*Per the day of this press release the Company has 30,561 outstanding warrants, which gives the right to subscribe for 3,056,100 B-shares in Climeon AB.
Thomas Öström, CEO, comments:
“I am extremely happy over the extensive interest shown for Climeon in connection with the rights issue, both from institutional investors and from the public. I am also very proud of the management team who, in an extraordinary manner, have contributed to the listing process as well as the other employees who have strongly contributed to the development of Climeon. We would now like to welcome all the new shareholders and look forward to the next phase in Climeon’s development, where we as a listed company will continue to work in order to create value for existing as well as new shareholders.”
Per Olofsson, Chairman of the Board, comments:
“It is with pride I state that Climeon has accelerated the growth rate during 2017 and won several new customer projects at the same time as the Company has passed through a listing process. The employees of the company have in an impressive way tackled new challenges and contributed to our company taking the next step in our development. The significant interest for Climeon in the rights issue provides confirmation of our technology and strategy for growth in the large market that exists for our product. On behalf of the board I would now like to welcome all new shareholders, such as strong institutional investors and the general public in Sweden.”
Pareto Securities is Global Coordinator and Sole Bookrunner and Baker McKenzie is the legal adviser in connection with the Offering.
For additional information, please contact:
Thomas Öström, CEO, Climeon
Mob: +46 708 94 96 05
Christoffer Andersson, COO, Climeon
Mob: +46 762 00 72 99
About Climeon AB (publ)
Climeon provides a technology that uses the energy in waste heat from industries and low-temperature geothermal heat to generate electricity. The Company received its first order in 2015 and has since then built up a customer base consisting of Viking Line, Virgin Voyages/Fincantieri, Maersk Line, CP Energy and SSAB, among others. It has now reached a stage where it has proven its technology and its commercial marketability through repeat orders from leading players in a number of industries. The product is protected by patents and offers market-leading performance within its areas of application. Climeon has also built a scalable organisation with a high production capacity and an experienced management team primed for growth.
Climeon’s market and focus segments
Waste heat and geothermal energy (below 120°C) jointly comprise a vast energy source that today is largely untapped due to limitations of existing technologies. Climeon's product is the first heat recovery system to be able to utilise this previously unexploited source of energy on a large scale to produce electricity. The Company has therefore the opportunity to enter in a new market with limited competition. Climeon is currently focusing on four market segments: maritime, steel and cement production, genset (generators) and geothermal energy.
This announcement is not and does not form a part of any offer for sale or solicitation of securities. This announcement are not being made and may not be released, made public or distributed, directly or indirectly, in the United States, Australia, Canada, New Zealand, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of securities referred to in this announcement will only be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” "continue," “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice