(Información remitida por la empresa firmante)
Provided that the Rights Issue is fully subscribed, the number of shares in Minesto will increase by 29,497,530, from 137,655,143 to 167,152,673, and the share capital will increase by a maximum of SEK 1,474,876.50, from SEK 6,882,757.15 to SEK 8,357,633.65. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 17.6 percent through the Rights Issue (based on the total outstanding shares after the Rights Issue). These shareholders have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights received. Subscription- and guarantee commitments
Minesto has received subscription commitments from Corespring New Technology AB and the Company’s senior management, Martin Edlund (CEO), Fredrik Ahlström (CFO), Bernt Erik Westre (CTO), David Collier (COO) and the Company’s chairman Jonas Millqvist, amounting to a total of approximately SEK 15.2 million, corresponding to approximately 9.9 percent of the Rights Issue. Furthermore, the Company has entered into agreements guarantee commitments on customary terms, including conditions that subscription is made at least equivalent to the subscription commitments. The guarantee commitments amount to a total of SEK 104.8 million, corresponding to approximately 68.3 percent of the Rights Issue. Through the subscription and guarantee commitments, the Rights Issue is secured to approximately 78.2 percent. Neither the subscription nor the guarantee commitments are secured by bank guarantees, escrow funds, pledges or similar arrangements.
The guarantee commitments are subject to a 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 commitments.
The full terms and conditions of the Rights Issue and further information about the parties that have entered into subscription- and guarantee commitments will be presented in the prospectus that is expected to be published around 27 February 2023.
Lock-up undertakings
Prior to the execution of the Rights Issue, all the board of directors and senior management of the Company as well as the major shareholders Corespring New Technology AB and BGA Invest AB have entered into lock-up undertakings, which, among other things mean that they, with customary exceptions, have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the announcement date of the outcome in the Rights Issue.
Furthermore, the Company has undertaken towards Pareto Securities AB and Skandinaviska Enskilda Banken AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of 12 months after the end of the subscription period.
Indicative time plan
The following time plan for the Rights Issue is preliminary and subject to change.
Financial reporting brought forth
To ensure a formally correct execution of the Rights Issue, the board of directors of the Company has resolved to bring forward the publishing of Minesto’s Year-End Report and its Annual Report to the 24th of February 2023. Previously communicated dates were 16th of March 2023 (Year-End Report) and 23rd of March 2023 (Annual Report) respectively.
Advisers
Pareto Securities AB and Skandinaviska Enskilda Banken AB are acting as Joint Global Coordinators and Bookrunners. MAQS Advokatbyrå is legal adviser to the Company and Baker & McKenzie Advokatbyrå is legal adviser to the Joint Global Coordinators and Bookrunners in connection with the Rights Issue.
For additional information please contact
Martin Edlund, CEO
+46 31 29 00 60
ir@minesto.com
Cecilia Sernhage, Communications Manager
+46 735 23 71 58
ir@minesto.com
This information is such information that Minesto AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted, through the agency of the contact person above, for publication on 2 February 2023, 08:32 CET.
About Minesto
Minesto is a leading marine energy technology company with the mission to minimise the global carbon footprint of the energy industry by enabling plannable commercial power production from the ocean.
Minesto’s award winning and patented product, Deep Green, is the only verified marine power plant that operates cost efficiently in areas with low-flow tidal streams and ocean currents.
With more than €40 million of awarded funding from the European Regional Development Fund through the Welsh European Funding Office, European Innovation Council and InnoEnergy, Minesto is the European Union’s largest investment in marine energy to date.
Minesto was founded in 2007 and has operations in Sweden, the Faroe Islands, Wales, Northern Ireland and Taiwan. The major shareholders in Minesto are BGA Invest and Corespring New Technology. The Minesto share (MINEST) is traded on Nasdaq First North Growth Market. Certified Adviser is G&W Fondkommission, email: ca@gwkapital.se, telephone: +46 8 503 000 50.
Read more about Minesto at www.minesto.com
Press images and other media material is available for download via minesto.com/media
Financial information including reports, prospectuses and company descriptions is available in Swedish at www.minesto.com/investor.
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 Minesto in any jurisdiction, neither from Minesto nor from anyone else.
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. Pareto Securities and Skandinaviska Enskilda Banken AB act for Minesto and not on behalf of anyone else. Pareto Securities and Skandinaviska Enskilda Banken AB are not liable to anyone else for providing the protection provided to their clients or for providing advice in connection with the Rights Issue or with respect to anything else mentioned herein.
(CONTINUA)