THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
Publication of the Prospectus
Complete information about the Rights Issue is included in the prospectus that has been prepared by the Board of Directors of the Company and that today has been approved by the SFSA. The prospectus is available on
The prospectus has been prepared as an EU-Growth prospectus in accordance with article 15 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish competent authority under the Prospectus Regulation, in accordance with article 20 of the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of
The Rights Issue in brief
- Shareholders in the Company receives one (1) unit right for each class A or class B share held on the record date of
6 November 2023 . Five (5) unit rights entitle to subscription of one (1) unit. Each unit consists of six (6) class B shares and three (3) warrants of series 2023:U. - The Rights Issue comprises a maximum number of 19,021,017 units in
Climeon and will, upon full subscription and payment, provide the Company with proceeds of approximatelySEK 100 million before deductions of costs related to the Rights Issue. In addition, the Company may receive additional proceeds if the warrants issued as part of the units are exercised. - The subscription period for the Rights Issue is
8 November 2023 –22 November 2023 . Climeon intends to use the proceeds from the Rights Issue to (i) finance the continued commercialization of HeatPower 300 (approximately 60 percent), and (ii) strengthen the Company's working capital to finance deliveries of existing and expected orders (approximately 40 percent). To the extent that the Company, at the time of completion of the Rights Issue, has utilised, in whole or in part, the credit facility from SEB of a maximum ofSEK 7.5 million , part of the working capital enhancement may be carried out through repayment of such credit facility.[1]- The subscription price in the Rights Issue is
SEK 5.28 per unit, corresponding toSEK 0.88 per class B share, which corresponds to a discount to TERP (theoretical share price after separation of unit rights) of approximately 33.8 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 and31 May 2024 , however not higher than2.64 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 class B share in the Rights Issue (i.e.,SEK 0.88 ) multiplied by three). - Shareholders who choose not to subscribe for units in the Rights Issue will have their ownership share diluted by approximately 54.5 percent of the capital, but can compensate themselves financially by selling their unit rights.
- The Rights Issue is fully guaranteed by subscription and guarantee commitments. The subscription commitments amount to approximately
SEK 32 million and the guarantee commitments to approximatelySEK 68 million . - Complete terms and conditions for the Rights Issue can be found in the prospectus, which is available on
Climeon 's website, https://climeon.com/investor-english and onDNB Markets , part ofDNB Bank ASA , Branch Sweden's website, https://www.dnb.se/emissioner and will also be available on SFSA’s website https://fi.se/sv/vara-register/prospektregistret/. - In connection with the Rights Issue, the Company is inviting investors to a digital investor presentation that will take place on 13th of
November 2023 at 10:00. Registration and more information about the investor presentation can be found on the Company's website, https://climeon.com/rights-issue-2023/.
Preliminary timetable for the Rights Issue
The following timetable is preliminary and may be subject to change.
Record date for participation in the Rights Issue | |
Prospectus approved by SFSA and published on the Company's website | |
Trading in unit rights | 8 November – |
Subscription period | 8 November – |
Digital investor presentation | |
Announcement of the final outcome of the Rights Issue | |
Subscription period for exercise of warrants of series 2023:U | 3 June – |
Announcement of the final outcome of the warrants of series 2023:U |
[1]
Advisors
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information relating to the Rights Issue contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
In the
The securities referred to in this press release may not be publicly offered, directly or indirectly, in
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group 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 that the assumptions on which it is based is 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 the date of this press release 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, unless it is required by law or Nasdaq First North Premier Growth Market's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company's shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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