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.

Final subscription price for subscription of class B shares through exercise of Warrants of series 2023:U

The subscription price for subscription of class B shares through exercise of the warrants of series 2023:U (the "Warrants") issued in connection with Climeon AB's (publ) ("Climeon" or the "Company") rights issue of units during the fourth quarter of 2023 (the "Rights Issue") has been determined. The subscription price for the Warrants is SEK 0.55. Each Warrant entitles the holder to subscribe for one new class B-share in Climeon. The subscription period commences today, 3 June 2024 and runs until 17 June 2024.

Overview of the terms for the Warrants and important dates
The subscription price for a class B share subscribed for by exercising the Warrants has been set at SEK 0.55 and corresponds, in accordance with the terms of the Warrants, to 70 percent of the volume weighted average price (VWAP) of the Company's class B-share on Nasdaq First North Premier Growth Market during the measurement period running from and including 20 May 2024 up to and including 31 May 2024. The subscription period commences on Monday, 3 June 2024 and runs until 17 June 2024. Warrants that are not exercised for subscription will lapse without value. For warrant holders who do not intend to exercise the Warrants, there is the possibility to sell the Warrants at market value.

Trading in the Warrants
The Warrants are admitted to trading on Nasdaq First North Premier Growth Market under the ticker CLIME TO 1 B and with ISIN SE0021020765. The last day of trading in the Warrants will be 12 June 2024.

Warrants registered with nominees
For warrant holders who hold their Warrants in a custody account, investment savings account or endowment insurance (nominee-registered ownership), subscription and payment are made through the nominee who provides further instructions on how the Warrants can be utilized for subscription of class B shares. The warrant holder should contact its nominee well in advance of the end of the subscription period for further instructions, as nominees have different procedures and processing times.

Holders with directly registered Warrants (securities account, Sw. VP-konto)
Application for subscription is made via an application form available on the Company's website, www.climeon.com and DNB Bank ASA, filial i Sverige website, www.dnb.se/emission. A pre-printed application form has been sent to directly registered warrant holders. Payment is made according to instructions on the application form. Both the application form and payment must be received by DNB Bank ASA, Sweden branch no later than 15:00 on 17 June 2024.

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.

Digital Investor Presentation

Digital Investor Presentation 2

DNB Markets held a digital investor presentation with Climeon for a company update and discussion of our ongoing Rights Issue on Monday 13th November 2023 at 10:00am CET via Teams.

The presentation slides can be viewed here:

  • office-file-pdf-1

    Digital Investor Presentation

Registration Forms

  • office-file-pdf-1

    Application form exercise of warrants of series 2023:U

  • office-file-pdf-1

    Application form with subscription rights

  • office-file-pdf-1

    Application form without subscription rights

  • office-file-pdf-1

    Instructions for Registration

Documents

  • office-file-pdf-1

    The Prospectus

    2023-11-07, Swedish

  • office-file-pdf-1

    Articles of Association

    2023-10-30, Swedish

  • office-file-pdf-1

    Climeon AB Registration Certificate

    2023-11-07, English

  • office-file-pdf-1

    Terms for Warrants in Climeon AB (publ), series 2023:U

    2023-11-07, English

Links

  • Press Release: Final Subscription Price for Subscription of Class B Shares Through Exercise of Warrants of Series 2023:U Determined – Subscription Period Starts Today, June 3, 2024

    Published 2024-06-03, English

  • Press Release: Climeon Announces Final Outcome of The Company’s Oversubscribed Fully Guaranteed Rights Issue

    Published 2023-11-23, English

  • Press Release: Climeon Announces Preliminary Outcome – Rights Issue Oversubscribed

    Published 2023-11-22, English

  • Press Release: Climeon publishes prospectus in connection with fully guaranteed rights issue of units of approximately 100 Million SEK

    Published 2023-11-07, English

  • Press Release: The Board of Directors in Climeon has resolved on a fully guaranteed Rights issue of approximately SEK 100 million

    Published 2023-10-30, English

  • Press Release: Announcement from Climeon AB (publ) Extraordinary General Meeting on October 26, 2023

    Published 2023-10-26, English

  • Press Release: Climeon Intends to Carry Out a Fully Guaranteed Rights Issue of Units of at Least 100 Million SEK

    Published 2023-09-26, English

RECENT FINANCIAL REPORTS

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    Annual Report 2021

    Published 2022-04-20, English

  • office-file-pdf-1
    Annual Report 2022

    Published 2023-04-19, English

  • office-file-pdf-1
    Annual Report 2023

    Published 2024-04-18, English

  • office-file-pdf-1
    Q3 Report 2023

    Published 2023-10-26, English

  • office-file-pdf-1
    Q4 Report 2023

    Published 2024-02-06, English

  • office-file-pdf-1
    Q1 Report 2024

    Published 2024-05-07, English

SUBSCRIBE TO OUR MAILING LIST

IR CONTACTS

Climeon IR Contact:

investor@climeon.com

Climeon Certified Advisor: FNCA Sweden AB

Box 5807
SE 102 48 Stockholm, Sweden
Phone: + 46 8 528 00 399