J A Wettergrens gata 14
421 30 Västra Frölunda
+46 (0) 31-29 00 60
16 mars 2023
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEELAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, RUSSIA, BELARUS, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO “IMPORTANT INFORMATION” IN THE END OF THIS PRESS RELEASE.
On 15 March 2023, Minesto AB (”Minesto” or the ”Company”) announced the preliminary outcome of the Company’s rights issue (the ”Rights Issue”). The Company has received the final outcome of the Rights Issue, which is in line with the preliminary results, which concludes that 15,961,083 shares, corresponding to approximately 54.1 percent of the offered shares, have been subscribed for with subscription rights in the Rights Issue. Additionally, applications for subscription of 1,130,183 shares without subscription rights, corresponding to approximately 3.8 percent of the offered shares, have been received. In aggregate, the subscriptions by exercise of subscription rights and the applications for subscription without subscription rights correspond to approximately 57.9 percent of the offered shares. Hence, guarantee commitments of approximately 5,986,285 shares, corresponding to approximately 20.3 percent of the offered shares, will be allocated to guarantors. The Rights Issue will provide the Company with approximately SEK 120 million before deduction of transaction costs.
On 2 February 2023, Minesto announced that the board of directors of the Company had resolved on a rights issue of up to approximately SEK 153 million, conditional on the approval of an extraordinary general meeting. On 20 February 2023, Minesto announced that the extraordinary general meeting resolved to approve the Rights Issue. The subscription price in the Rights Issue was SEK 5.20 per new share.
The Rights Issue is comprised of 29,497,530 shares, of which 15,961,083 shares, corresponding to approximately 54.1 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications for subscription of 1,130,183 shares without subscription rights, corresponding to approximately 3.8 percent of the offered shares, have been received. Consequently, the Rights Issue is subscribed to approximately 57.9 percent of offered shares with and without the support of subscription rights. Guarantee commitments of 5,986,285 shares, corresponding to approximately 20.3 percent of the offered shares, will be utilized. The Rights Issue will provide the Company with approximately SEK 120 million before deduction of transaction costs.
Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the principles set out in the prospectus published on 27 February 2023. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 17 March 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions on the settlement note sent to the subscriber. Subscribers who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominee’s procedures. Only those who have been allotted shares will be notified.
Trading in paid subscribed shares and new shares
The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on 24 March 2023. The new shares subscribed for with and without subscription rights are expected to be traded on Nasdaq First North Growth Market as from 29 March 2023.
Number of shares and share capital
Through the Rights Issue, the number of shares in Minesto will increase by 23,077,511, from 137,655,143, to 160,732,694 and the share capital will increase by SEK 1,153,877.55, from SEK 6,882,757.15 to SEK 8,036,634.70.
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
Cecilia Sernhage, Communications Manager
+46 735 23 71 58
Minesto is a leading marine energy technology company with the mission to minimise the global carbon footprint of the energy industry by enabling 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.
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: firstname.lastname@example.org, 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 in English, including reports, prospectuses, and company descriptions, is available at www.minesto.com/investors.
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 was published by the Company on 27 February 2023.
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.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
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.