The Board of Directors of Climeon AB (publ) ("Climeon" or the "Company") has resolved to carry out a directed share issue of 98,425,199 class B shares at a subscription price of SEK 0.508 per share (the "Share Issue"). The subscription price has been determined through a so-called accelerated bookbuilding procedure performed by Penser By Carnegie, Carnegie Investment Bank AB (publ) ("Carnegie"). A number of new investors have subscribed for class B shares in the Share Issue, including Stefan Wikström and Nowo Global Fund. Furthermore, a number of existing shareholders, including Peter Lindell, SEB-stiftelsen and MP Pensjon PK, have subscribed for class B shares in the Share Issue.
The bookbuilding procedure that was announced by the Company earlier today has been completed and Climeon's Board of Directors has resolved to carry out a directed issue of 98,425,199 class B shares at a subscription price of SEK 0.508 per class B share, corresponding to issue proceeds of approximately SEK 50 million before transaction costs. A number of new investors have subscribed for class B shares in the Share Issue, including Stefan Wikström and Nowo Global Fund. Furthermore, a number of existing shareholders, including Peter Lindell, SEB-stiftelsen and MP Pensjon PK, have subscribed for class B shares in the Share Issue.
The subscription price in the Share Issue corresponds to a discount of approximately 15 percent compared to the closing price for Climeon's class B share on Nasdaq First North Premier Growth Market on 2 October 2024. As the subscription price has been determined through an accelerated bookbuilding procedure, the Board of Director's assessment is that the subscription price reflects current market conditions and demand, and that the subscription price is therefore market-based.
Climeon intends to use the proceeds from the Share Issue for the following purposes:
i) finance the continued commercialization of HeatPower 300, and
ii) strengthen the Company's working capital to finance deliveries of existing and expected orders.
Deviation from the shareholders' preferential right
In preparation for the Share Issue, the Company's Board of Directors has conducted an analysis of the conditions for, and carefully considered the possibility of raising capital through, a rights issue. The conclusion of this assessment, under the prevailing conditions, is that the Share Issue is the most favorable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions:
i) A rights issue would take significantly longer to complete, which would have risked depriving the Company of the opportunity to raise capital to ensure the Company's liquidity needs in the short and medium term, which could ultimately impair the Company's financial and operational flexibility.
ii) Through a directed issue such as the Share Issue, the Company's shareholder base can be diversified and strengthened with both Swedish and international investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen Climeon's ability to execute on the Company's growth strategy.
iii) The Share Issue is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.
iv) In light of the current market conditions and the volatility observed on the stock market, the Board of Directors has assessed that a rights issue would also require significant underwriting from an underwriting syndicate, which would entail additional costs and/or further dilution for shareholders depending on the type of consideration paid for such underwriting commitments.
In view of the above, the Board of Directors considers, after an overall assessment, that the Share Issue is the most advantageous option for Climeon to raise capital in a cost and time efficient manner to strengthen the Company's financial position, while maintaining the most value in the Company and being most favorable for the Company's shareholders.
Number of shares, share capital and dilution
The Share Issue entails an increase in the Company's share capital by SEK 1,476,377.985 from SEK 3,866,935.305 to SEK 5,343,313.29, and the number of shares increases by 98,425,199 class B shares, to a total of 356,220,886 shares (divided into 3,900,000 class A shares and 352,320,886 class B shares). The Share Issue entails a dilution of approximately 27.6 percent in relation to the total number of outstanding shares in the Company after the Share Issue.
Lock-up
The Company has undertaken not to issue or propose to issue additional shares or other financial instruments for a period of 90 calendar days from the settlement date in the Share Issue, with customary exceptions.
Furthermore, the Company's Board of Directors as well as the CEO (Lena Sundquist) and the CFO (Carl Arnesson) have undertaken, subject to certain exceptions, not to dispose any shares or other financial instruments in the Company for a period of 90 calendar days following publication of the outcome of the Share Issue.
Adviser
Carnegie is Sole Global Coordinator and Bookrunner in connection with the Share Issue. Baker McKenzie Advokatbyrå is legal adviser to the Company in connection with the Share Issue.
