CLIMEON RIGHTS ISSUE 2023
The Board of Directors of Climeon have, based on the authorization from the Extraordinary General Meeting on 26 October 2023, resolved to carry out a fully guaranteed rights issue of units with preferential rights for the Company's existing shareholders. The Rights Issue comprises a maximum of 19,021,017 units and will, upon full subscription, raise proceeds of approximately SEK 100 million for the Company before deduction of costs attributable to the Rights Issue. In addition, the Company may receive additional proceeds at exercise of the warrants that are issued as part of the units. The Rights Issue is fully guaranteed by subscription commitments and guarantee commitments from existing shareholders and new investors.
The purpose of the Rights Issue is to finance deliveries of existing and expected orders and continued commercialization of HeatPower300, as well as to strengthen the Company's working capital.
Summary of the rights issue
- The record date for participation in the Rights Issue is 6 November 2023.
- Each class A or class B share held on the record day will entitle to one unit right. Five unit rights are required to subscribe for one unit.
- Each unit consists of six class B shares and three warrants of series 2023:U.
- The subscription period for the units is expected to commence on 8 November 2023 and end on 22 November 2023.
- The subscription period for the warrants is expected to commence on 3 June 2024 and end on 17 June 2024. One warrant entitles to subscription of one new class B share in the Company.
- Existing shareholders of the Company as of the record date of 6 November 2023 will receive one unit right for each class A share or class B share held. Five unit rights entitle the holder to subscribe for one unit. One unit consists of six class B shares and three warrants of series 2023:U entitling to subscription of class B shares in the Company.
- The subscription price in the Rights Issue is set at SEK 5.28 per unit, corresponding to SEK 0.88 per share, which corresponds to a discount to TERP (theoretical share price after separation of unit rights) of approximately 34.5 percent compared to the volume weighted average price for the Company's class B share on the Nasdaq First North Premier Growth Market for the three trading days preceding the Board of Director's resolution on the Rights Issue and its terms.
- The subscription price when subscribing for class B shares through the exercise of warrant(s) obtained when subscribing for units will correspond to 70 percent of the volume weighted average price for the Company's class B shares on Nasdaq First North Premier Growth Market during a ten-day measurement period which runs between 20 May 2024 and 31 May 2024, however not higher than 2.64 SEK, corresponding to a 200 percent increase in the part of the subscription price in the Rights Issue attributable to one share (i.e., the subscription price for one share in the Rights Issue multiplied by three).
- Trading in unit rights is expected to take place during the period 8 November 2023 to 17 November 2023.
- The Rights Issue is fully guaranteed by subscription commitments and guarantee commitments.
- Ahead of the Rights Issue, the Company, and the Company's founders Joachim Karthäuser and Thomas Öström have entered into customary lock-up agreements for a period ending 180 days after the announcement of the outcome of the Rights Issue.
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Climeon IR Contact:
Climeon Certified Advisor: FNCA Sweden AB
SE 102 48 Stockholm, Sweden
Phone: + 46 8 528 00 399