J A Wettergrens gata 14
421 30 Västra Frölunda
+46 (0) 31-29 00 60
28 oktober 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The board of directors of Minesto AB (”Minesto” or the ”Company”) has resolved to carry out a directed issue of 4,249,290 Units at a subscription price of SEK 14.12 per Unit (the “Directed Issue”). One Unit contains one (1) share and one (1) warrant to subscribe for shares in the Company no later than April 30, 2021. The issue of Units was subscribed for by an international institutional investor (40 MSEK) with previous experience from investing in clean tech companies as well as Midroc New Technology AB (20 MSEK). Through the Directed Issue, Minesto will receive proceeds amounting to SEK 60 million before transaction costs.
In order for all shareholders to receive the same offer and maintain their relative shareholding in the Company, the board of directors of Minesto has also decided to carry out a rights issue of SEK 86.5 million of identical Units as described above. The Company’s largest shareholder BGA Invest AB has undertaken to invest SEK 20 million in the rights issue.
“These transactions allow us to accelerate the pace of commercialisation of our product. We secure the capital needed to realise our current public-funded projects as well as other market and product development activities. It also provides us with financial resources for the foreseeable future in order to facilitate the expansion to the first large-scale commercial farms based on Minesto’s technology”, said Dr Martin Edlund, CEO of Minesto.
The board of directors of Minesto has resolved to carry out the Directed Issue based on the authorization given by the annual general meeting on June 4, 2019.
The subscription price per Unit in the Directed Issue is set to SEK 14.12. The price per Unit as well as all other terms involving the warrants have been determined through a negotiation with the international institutional investor.
The Directed Issue entails a dilution of approximately 3.6 percent of the number of shares and the votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will increase by 4,249,290 from 115,222,340 to 119,471,630. The share capital will increase by SEK 212,464.50 from SEK 5,761,117 to SEK 5,973,581.50.
The reason for the deviation from the shareholders’ preferential rights in the Directed Issue are mainly to diversify the shareholder base among international institutional investors and at the same time raise capital in a time efficient manner.
In order to give the Company’s existing shareholders the opportunity to subscribe for new shares in Minesto at the same terms and conditions as offered in the Directed Issue, the Company will carry out a rights issue of Units amounting to SEK 86.5 million (the “Rights Issue”) at the same subscription price per Unit as in the Directed Issue. Midroc New Technology AB has waived its right to participate in the Rights Issue because of its subscription in the Directed Issue.
The intended subscription period for the Rights Issue is December 4–18, 2019. Final details on the Rights Issue are expected to be announced within short.
The warrant included in the Unit will expire on April 30, 2021 and each warrant gives the holder the right to subscribe for one (1) new share in the Company. The strike price for the warrant will be set to the lower of:
SEK 19.42, which is a 10% premium to the closing price on the trading day prior to the announcement of the Directed Issue,
a 10% premium to the volume weighted average price on the trading day following the record date (ex-date) for the detachment of the subscription rights in the Rights Issue.
Furthermore, should the strike price for the warrant be more than 10% higher than the volume weighted average price during the period April 20–30, 2020, the strike price will be reset to the volume weighted average price during the period April 20–30, 2020, plus 10%. The strike price for the warrant will not be lower than SEK 9.71.
Should the Rights Issue be fully subscribed, 6,127,464 warrants will be issued. Accordingly, in total through the Directed Issue and the Rights Issue, a maximum of 10,376,754 warrants will be issued.
Based on the strike price of SEK 19.42, which is a 10% premium to the closing pricing on the trading day prior to the announcement of the Directed Issue, the exercise of the maximum number of warrants will generate approximately SEK 202 million in gross proceeds to the Company.
The Directed Issue and the subsequent Rights Issue are carried out to finance the Company’s current projects in the UK, the Faroe Islands, Taiwan and France and to facilitate the next phases of commercialisation of Minesto’s technology in these markets. Proceeds will also be used for other product and market development activities, all with the aim of increasing the pace of commercialisation of Minesto’s products.
In order to facilitate the delivery of shares to the investors in connection with the Directed Issue, Midroc New Technology AB have lent shares to Pareto Securities. The shares will be returned after the Directed Issue has been registered with the Swedish Companies Registration Office, which is expected to occur on or about 6 November 2019.
In connection with the Directed Issue, the Company’s main shareholders, board members and persons of the management have undertaken not to sell any shares in Minesto for a period of 90 calendar days after the announcement of the Directed Issue, with customary exceptions.
Pareto Securities AB is acting as Sole Manager and Bookrunner and MAQS Advokatbyrå is legal adviser in connection with the Directed Issue and the Rights Issue.
For additional information please contact
Dr Martin Edlund
CEO, Minesto AB
+46 31 29 00 60
Head of Communications & Investor Relations, Minesto AB
+46 31 774 14 89
The information in this press release is such that Minesto AB (publ) shall announce publicly according to the EU Regulation No 596/2014 on market abuse (MAR). The information was submitted for publication, through the agency of the contact person set out above, at 21:40 CET on 28 October 2019.
Minesto is a 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 to date.
Minesto was founded in 2007 and has operations in Sweden, Wales, Northern Ireland and Taiwan. The major shareholders in Minesto are BGA Invest and Midroc New Technology. The Minesto share (MINEST) is traded on the Nasdaq First North Stockholm stock exchange. Certified Adviser is G&W Fondkommission, email: email@example.com, 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 bit.ly/Minesto_media.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area (“EEA”) that has implemented Directive 2003/71/EC (together with applicable implementation measures in any member state, the “Prospectus Directive”), shares referred to in the press release may only be offered (a) to a qualified investor as defined in the Prospectus Directive; or (b) in any other respect in accordance with Article 3(2) of the Prospectus Directive.
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 Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States 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 is not a prospectus for the purposes of the Prospectus Directive and has not been approved by any regulatory authority in any jurisdiction. Minesto has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.
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.
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 in Minesto 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 Minesto may decline and investors could lose all or part of their investment; the shares in Minesto offer no guaranteed income and no capital protection; and an investment in the shares in Minesto 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 Directed 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 Minesto.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Minesto and determining appropriate distribution channels.
 BGA Invest AB and Midroc New Technology AB.
 Chairman Bengt Adolfsson and board members Göran Linder, Martin Edlund, Git Sturesjö Adolfsson and Jonas Millqvist.
 Martin Edlund, CEO, Fredrik Ahlström, CFO and Bernt Erik Westre, CTO.