THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
Notice to the extraordinary general meeting for resolution on approval of the Rights Issue, which will be held on
Summary
- The Board of Directors of
Minesto has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting. -
The extraordinary general meeting will be held on
13 March 2024 and the notice will be published through a separate press release. - The net proceeds from the Rights Issue are intended to be used for the following purposes listed in order of priority; (i) secure and verify production data form the commissioned Dragon 12 to enable sales and project investments, (ii) continue development and execution of project financing and sales, including identification and verification of new potential production site projects, (iii) ensure customer delivery capability focusing on product customization, service assets and production development, including the development of installation and maintenance processes and, (iv) financing of customer orders and creation of eligibility for large-scale grant funding from EU and other public investors.
-
If the Rights Issue is fully subscribed, the Company will receive approximately
SEK 120.5 million before deduction of transaction costs. -
Upon full exercise of all warrants of series TO4 covered by the Rights Issue, the Company will receive up to approximately
SEK 60.3 million . -
The subscription price is
SEK 9.0 per unit, corresponding toSEK 3.0 per share. The warrants are issued free of charge. -
Those who on the record date
15 March 2024 are registered as shareholders inMinesto will receive one (1) unit right for each share held. - Twelve (12) unit rights entitle to subscription for one (1) unit.
- Each unit consist of three (3) newly issued shares and one (1) warrant of series TO4.
-
Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company during the period
18 March 2025 up to and including1 April 2025 . The subscription price for subscription of shares with the support of warrants of series TO4 will correspond to 70 percent of the volume-weighted average price in the Company's share on Nasdaq First North Growth Market during the period from and including3 March 2025 up to and including14 March 2025 . However, the subscription price can at minimum amount to the shares' quota value (SEK 0.05 ) and at maximum amount toSEK 4.5 per share. -
The subscription period in the Rights Issue runs from and including
19 March 2024 , up to and including2 April 2024 . - Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 20.0 percent but will have the opportunity to compensate themselves financially for the dilution effect by selling their unit rights. Exercise of all warrants of series TO4 covered by the Rights Issue, provided that the Rights Issue is fully subscribed, entails an additional dilution effect of approximately 6.2 percent.
-
The subscription undertakings from existing shareholders and members of senior management amount to approximately
SEK 10.2 million , corresponding to approximately 8.4 percent of the Rights Issue. In addition, the Company has received guarantee commitments amounting to approximatelySEK 90.0 million , which corresponds to 74.7 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertakings and guarantee commitments to a total ofSEK 100.2 million , corresponding to approximately 83.1 percent of the Rights Issue. -
The full terms and conditions of the Rights Issue will be available in the prospectus which is expected to be published around
18 March 2024 . -
Due to the Rights Issue, the publishing of
Minesto's Year-End Report is brought forward to today, previously communicated date was7 March 2024 .
Background and reasons
Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive a maximum of approximately
- Secure and verify production data form the commissioned Dragon 12 to enable sales and project investments - approximately 20 percent.
- Continue development and execution of project financing and sales, including identification and verification of new potential production site projects - approximately 20 percent.
- Ensure customer delivery capability focusing on product customization, service assets and production development, including the development of installation and maintenance processes - approximately 50 percent.
- Financing of customer orders and creation of eligibility for large-scale grant funding from EU and other public investors - approximately 10 percent.
The net proceeds from the warrants covered by the Rights Issue are intended to be distributed as described above.
Extraordinary general meeting
Through a separate press release, the Company will convene an extraordinary general meeting to be held on
The Rights Issue
Shareholders who are registered in the share register in
Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company during the period from and including
Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in
Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 20.0 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 exercise of all warrants of series TO4 covered by the Rights Issue, the number of shares will increase by 13,394,391 and the share capital will increase by
The last day of trading in
The complete terms and conditions of the Rights Issue and information about the Company will be presented in a prospectus that is expected to be published on the Company's website around
Subscription undertakings and guarantee commitments
The guarantee commitments are subject to an underwriting commission, adapted to the prevailing market condition, of twelve (12) percent of the guaranteed amount in cash compensation. No commission is paid for the subscription undertakings.
The full terms and conditions of the Rights Issue and further information about the parties that have entered into subscription undertakings and guarantee commitments will be presented in the prospectus that is expected to be published around
Lock-up undertakings
Prior to the execution of the Rights Issue, members of the Board of Directors and senior management of the Company as well as the principal shareholders
Furthermore, the Company has undertaken towards
Indicative time plan
The following time plan for the Rights Issue is preliminary and subject to change.
Extraordinary general meeting to resolve on the Rights Issue | |
Last day of trading in shares including right to receive unit rights | |
First day of trading in shares excluding right to receive unit rights | |
Record date for the Rights Issue | |
Planned publishing date of prospectus | |
Trading in unit rights |
19 - |
Subscription period |
19 March - |
Trading in paid subscribed unit (BTU) |
19 March - |
Expected announcement of the preliminary outcome in the Rights Issue | |
First day of trading in warrants of series TO4 | |
Subscription period for warrants of series TO4 |
18 March - |
Advisers
For additional information please contact
ir@minesto.com
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
ir@minesto.com
This information is such insider information that
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Press images and other media material is available for download via minesto.com/media
Financial information in English, including reports, prospectuses, and company descriptions, is available at www.minesto.com/investors.
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of an offer, to acquire or subscribe for any securities in
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, equivalent to an EU growth prospectus, regarding the Rights Issue referred to in this press release will be prepared and published by the Company before the subscription period in the Rights Issue begins.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes for the Rights Issue 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
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 future results of operations, financial condition, 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 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 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 its date 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 Growth Market 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 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
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 the Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.
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