NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
Summary
- The Board of Directors of
Metacon has today resolved on a rights issue of units of approximatelySEK 119.2 million , before deduction of transaction costs. - The net proceeds from the Rights Issue are intended to be used for the following purposes in order of priority: (i) Repayment of bridge loan, (ii) international expansion and capacity-build in strategic projects, (iii) strengthened organization, (iv) working capital purposes and (v) development of partnerships.
-
The subscription price is set to
SEK 1.74 per unit, corresponding toSEK 0.29 per share. The warrants of series TO 1 are issued free of charge. -
All existing shareholders receives one (1) unit right for each share held on the record date on
1 February 2024 . Five (5) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of six (6) new shares and two (2) warrants of series TO 1. -
The subscription commitments from members of the Board of Directors and senior management in the Company amount to approximately
SEK 2.4 million , corresponding to approximately 2.0 percent of the Rights Issue. -
The Company has received guarantee undertakings amounting to approximately
SEK 97.6 million , corresponding to approximately 81.9 percent of the Rights Issue. Together with the subscription commitments, the Rights Issue is covered by subscription commitments and guarantee undertakings up to approximatelySEK 100.0 million , corresponding to approximately 83.9 percent of the Rights Issue. -
If the Rights Issue is fully subscribed and upon full exercise of warrants of series TO 1, the Company is expected to raise up to an additional approximately
SEK 60.3 million , before deduction of transaction costs. -
The subscription period in the Rights Issue will take place during the period from and including
5 February 2024 until and including19 February 2024 . -
Warrants of series TO 1 can be exercised for subscription of shares during the period from and including
7 March 2025 until and including21 March 2025 .
Background and rationale
In order to support
Including the new major investments that the Company plans to make, the Company's assessment is that the existing working capital is not sufficient for the current needs during the next twelve months.
Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive approximately
- Approximately 10 - 20 percent will be used for repayment of the bridge loan, including interest and a set-up fee. The loan amounts to approximately
SEK 25 million at full utilization and aims to sustain liquidity throughout January to February to start initiate growth and expansion plans. -
Approximately 20 - 30 percent will be used to establish own manufacturing capability delivering full scale reactors for
Metacon's hydrogen generators (HHG) and prepare technology transfer for the production of complete hydrogen generators to manufacturing partners including PERIC, ensuring supply capacity and expanding the international presence ofMetacon's hydrogen generators in the European and Chinese market. Additionally, the establishment of a factory for the production of alkaline pressurized electrolysis plants is expected to take place either inSweden or elsewhere inEurope , with an expected capacity of 0.5 GW in the initial phase and 1 GW or more when fully developed. - Approximately 10 - 20 percent will be used to strengthen and expand the organization with experienced management, engineering, and sales resources to drive global expansion, sales growth and delivery capability for the Company's products and services including leading or participating in large scale sales projects of industrial electrolysis plants with a capacity of 10 - 500 MW in various European countries.
- Approximately 10 - 20 percent will be used to strengthen the Company's working capital including trade finance needs to meet the increased demand for electrolysers and associated systems for storage, transportation, and refueling stations.
- Approximately 10 - 20 percent will be used to develop strategic partnerships and growth initiatives with industry leading players in the biogas, hydrogen and related industrial sectors to, among other things, create demonstration sites in order to accelerate sales efforts through longer term partnerships.
If the Rights Issue is fully subscribed and upon full exercise of warrants of series TO 1, the Company is expected to raise up to an additional approximately
The Rights Issue
Shareholders who are registered in the share register in
Each warrant of series TO 1 entitles the holder to subscribe for one (1) new share in the Company during the period
Provided that the Rights Issue is fully subscribed, the number of shares in
Shareholders who choose not to participate in the Rights Issue will, if the Rights Issue is fully subscribed, have their ownership diluted by up to approximately 54.5 percent (calculated on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received unit rights.
Upon full exercise of the warrants of series TO 1, the number of shares will further increase by 137,034,320 and the share capital will increase by
The last day of trading in
Subscription commitments and guarantee undertakings
The Company has received subscription commitments from members of the Board of Directors and senior management of the Company that amount to approximately
Guarantors have provided guarantee undertakings subject to customary conditions which, in aggregate, amount to approximately
No fee is paid for submitted subscription commitments from members of the Board of Directors and senior management. A guarantee fee will be paid to the guarantors, based on current market conditions, of eleven (11) percent of the guaranteed amount in cash. Neither the subscription commitments nor the guarantee undertakings are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
Further information regarding the parties who have entered into subscription commitments and guarantee undertakings will be presented in the prospectus that will be made public before the commencement of the subscription period.
Lock-up undertakings
Prior to the execution of the Rights Issue, all members of the Board of Directors and senior management of the Company which are shareholders in the Company have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the settlement date in the Rights Issue.
Furthermore, the Company has undertaken towards
Preliminary timetable
Last day of trading in shares including right to receive unit rights | |
Planned publishing date of prospectus | |
First day of trading in shares excluding right to receive unit rights | |
Record date for the Rights Issue | |
Trading in unit rights |
5 - |
Subscription period |
5 - |
Trading in paid subscribed unit (BTU) |
5 - |
Expected announcement of the preliminary outcome in the Rights Issue | |
Subscription period for warrants of series TO 1 |
7 - |
Prospectus
A prospectus and subscription form will be made available before subscription period commence on
Advisers
For further information, contact:
CEO
info@metacon.com
+46 70 7647 389
This press release constitutes inside information that
About
For further information, see:
www.metacon.com | X: @Metaconab| LinkedIn: www.linkedin.com/company/metaconab
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in
In the EEA Member States, with the exception of
In the
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or current expectations about and targets for the Company's future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain 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 prove to be 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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.
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 shares in
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 (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
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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