GOTHENBURG, Sweden, Nov. 30,
2022 /PRNewswire/ -- The Board of Directors
of Swedish Stirling AB (publ) ("Swedish Stirling" or the "Company")
announced, on 9 November 2022, an
intention to carry out a new issue of ordinary shares of
approximately SEK 200 million before
transaction costs, with preferential right for the Company's
existing shareholders (the "Rights Issue") to finance the serial
production and commercial rollout of PWR BLOK. The Board of
Directors has today, based on the authorisation from the
Extraordinary General Meeting held on 28
November 2022 (the "EGM"), resolved on the Rights Issue,
including final terms.
Summary of the Rights Issue
- Those who are registered as shareholders in Swedish Stirling on
the record date, 6 December 2022,
will receive one (1) subscription right for each ordinary share
held. Eight (8) subscription rights entitle to subscription for
eleven (11) new ordinary shares, i.e. a subscription ratio of
11:8.
- The subscription price has been set at SEK 1.13 per new ordinary share, which implies
that Swedish Stirling will raise gross proceeds of approximately
SEK 200 million before transaction
costs, provided that the Rights Issue is fully subscribed. The net
proceeds from the Rights Issue of not more than approximately
SEK 173 million will mainly be used
to finance the serial production and commercial rollout of PWR
BLOK.
- The subscription period will run from and including
7 December 2022 up to and including
21 December 2022.
- The last day of trading in the Swedish Stirling shares
including the right to participate in the Rights Issue is
2 December 2022.
- Trading in subscription rights will take place during the
period from and including 7 December
2022 up to and including 16 December
2022.
- A number of existing shareholders, Chairman and largest
shareholder Sven Sahle (through
Dagny OÜ), East Guardian SPC, Miura Holding Ltd, Ahlström Capital
(through AC Cleantech Management Oy) and Alexander af Jochnick as
well as Board Members Gunilla Spongh and Erik Wigertz, have
undertaken to subscribe for ordinary shares representing
approximately 30 per cent of the Rights Issue. In addition, a
number of external investors have entered into underwriting
commitments corresponding to approximately 50 per cent of the
Rights Issue. The Rights Issue is thus covered to approximately 80
per cent by subscription and underwriting commitments,
corresponding in total to approximately SEK
160 million.
Background and rationale in summary
Swedish Stirling is a Swedish clean-tech company that was
founded in 2008 to further develop the ability of the stirling
technology to convert thermal energy into electricity. The
Company's underlying technology is based on Saab Kockums AB's
stirling engine for submarines. By adapting and further developing
the technology, Swedish Stirling has constructed a stirling engine
with great effect and high efficiency. The Company's product, PWR
BLOK, is a proprietary solution for recycling energy from
industrial waste gases and waste heat and converting these into 100
per cent carbon dioxide-neutral electricity with high
efficiency.
In order to enable continued growth and to be able to continue
executing on the commercial rollout of PWR BLOK, which includes,
among other things, investments in tools and components to enable
serial production as well as working capital for the production of
PWR BLOK and to strengthen the organisation with expertise in
relevant areas, the Board of Directors of the Company has resolved
to carry out the Rights Issue. Upon full subscription of the Rights
Issue, Swedish Stirling will raise gross proceeds of approximately
SEK 200 million before transaction
costs. The net proceeds of not more than approximately SEK 173 million from the Rights Issue are mainly
intended to finance the serial production and commercial rollout of
PWR BLOK. The net proceeds are also intended to finance the
repayment of an existing loan to the af Jochnick family of
SEK 10 million, product development
as well as working capital.
Terms and conditions of the Rights Issue
Those who are registered as shareholders in Swedish Stirling's
share register maintained by Euroclear Sweden on the record date,
6 December 2022, will receive one (1)
subscription right for each ordinary share held. Eight (8)
subscription rights entitle to subscription for eleven (11) new
ordinary shares. To the extent that new ordinary shares are not
subscribed for by exercise of subscription rights, they shall be
allotted to shareholders and other investors who have subscribed
for ordinary shares without exercise of subscription rights. Any
remaining ordinary shares shall be allotted to the external
investors who have entered into underwriting commitments with the
Company up to their respective underwritten amount. As confirmation
of the allotment of new ordinary shares subscribed for without
subscription rights, a settlement note will be sent to subscribers
on or around 23 December 2022. No notice will be sent to
subscribers who have not received an allotment.
Provided that the Rights Issue is fully subscribed, the share
capital will increase by no more than SEK
1,765,764.66 through the issuance of no more than
176,576,466 new ordinary shares. The subscription price has been
set at SEK 1.13 per new ordinary
share. Provided that the Rights Issue is fully subscribed, Swedish
Stirling will consequently raise gross proceeds of approximately
SEK 200 million before transaction
costs.
The record date for participation in the Rights Issue is
6 December 2022. The shares are
traded including right to receive subscription rights up to and
including 2 December 2022, and the
first day of trading in shares excluding right to receive
subscription rights is 5 December
2022. The subscription period runs from and including
7 December 2022 up to and including
21 December 2022. Trading in subscription rights will take
place on Nasdaq First North Premier Growth Market during the period
from and including 7 December 2022 up
to and including 16 December 2022.
The Board of Directors of Swedish Stirling has the right to extend
the subscription period, which in such case will be announced
through a press release at the latest on 21 December
2022.
Existing shareholders who choose not to participate in the
Rights Issue will have their ownership diluted by a total of
176,576,466 new ordinary shares, corresponding to approximately 58
per cent of the total number of ordinary shares after the Rights
Issue, provided that the Rights Issue is fully subscribed, but are
able to be financially compensated for the dilution by selling
their subscription rights. Unexercised subscription rights must be
sold no later than 16 December 2022
in order not to lapse without value.
Subscription and underwriting commitments
A number of existing shareholders, Chairman and largest
shareholder Sven Sahle (through
Dagny OÜ), East Guardian SPC, Miura Holding Ltd, Ahlström Capital
(through AC Cleantech Management Oy) and Alexander af Jochnick as
well as Board Members Gunilla Spongh and Erik Wigertz, have
committed to subscribe for ordinary shares in the Rights Issue
amounting to approximately SEK 59
million, corresponding to approximately 30 per cent of the
Rights Issue. In addition, a number of external investors have
entered into underwriting commitments amounting to approximately
SEK 101 million, corresponding to
approximately 50 per cent of the Rights Issue. In total,
subscription and underwriting commitments amount to approximately
SEK 160 million, corresponding to
approximately 80 per cent of the Rights Issue.
An underwriting fee will be paid to the underwriters, based on
current market conditions, of 14 per cent of the underwritten
amount. No fee will be paid for subscription commitments from
existing shareholders. Neither the subscription commitments nor the
underwriting commitments are secured through bank guarantees,
restricted funds, pledged assets or similar arrangements.
Further information regarding the parties who have entered into
subscription and underwriting commitments will be presented in the
prospectus that will be published in connection with the Rights
Issue.
Lock-up undertaking
The Company has undertaken towards ABG Sundal Collier and Bryan,
Garnier & Co, subject to customary exceptions, not to issue
additional shares or other share-related instruments for a period
of 90 days after the announcement of the final outcome of the
Rights Issue.
Prospectus
Complete information regarding the Rights Issue and information
about the Company will be included in the prospectus that is
expected to be published on or around 5 December 2022.
Preliminary and indicative timetable for the Rights
Issue
- 2 December 2022: Last day
of trading including right to participate in the Rights Issue with
preferential right
- 5 December 2022:
Publication of the prospectus
- 5 December 2022: First day
of trading excluding right to participate in the Rights Issue with
preferential right
- 6 December 2022: Record
date for participation in the Rights Issue
- 7 December–21 December 2022: Subscription period
- 7 December–16 December 2022: Trading in subscription
rights
- 22 December 2022:
Announcement of preliminary outcome of the Rights Issue
- 23 December 2022:
Announcement of the final outcome of the Rights Issue
Advisors
ABG Sundal Collier AB and Bryan, Garnier & Co act as
financial advisors and Joint Bookrunners and Mannheimer Swartling
Advokatbyrå acts as legal advisor in connection with the Rights
Issue.
This information is information that Swedish Stirling AB (publ)
is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through
the agency of the contact person set out below on 29 November 2022 at 21:00
CET.
For further information please contact:
Sven Ljungberg, CCO, Swedish
Stirling AB, +46 (0)31 385 88
30 ir@swedishstirling.com.
The following files are available for download:
https://mb.cision.com/Main/14881/3675024/1703495.pdf
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