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2017-04-13 07:00

Scandinavian Biogas has decided on a directed share issue of approximately SEK 43 million and a rights issue of approximately SEK 23 million

The board of directors of Scandinavian Biogas Fuels International AB (publ) ("Scandinavian Biogas" or the "Company") has decided on a directed share issue of approximately SEK 43 million and a rights issue of approximately SEK 23 million (the "Rights Issue"). The Company has received subscription commitments corresponding to 97 per cent of the Rights Issue. The proceeds from the Rights Issue are intended to be used primarily to finance ongoing investments and to improve the Company's liquidity.

The Company has prepared a memorandum regarding the Rights Issue which will be available on the Company's website www.scandinavianbiogas.com and on Mangold Fondkommission AB's website www.mangold.se on 18 April 2017.

  • The subscription period of the Rights Issue will commence on 26 April 2017 and end on 10 May 2017.
  • Each existing share entitles to one (1) subscription right. Fifteen (15) subscription rights entitle subscription of one (1) new share in the Rights Issue at a subscription price of SEK 3.90 per share.
  • The Company has received subscription commitments corresponding to 97 per cent of the Rights Issue.
  • The record date for receiving subscription rights and the right to participate in the Rights Issue is 24 April 2017.
  • Memorandum, application forms and other information about the Rights Issue will be available on www.scandinavianbiogas.com and www.mangold.se.
  • The directed share issue will be directed to Wipunen varainhallinta Oy based on the subscription commitment and corresponds to approximately SEK 43 million based on a share price of SEK 3.90 per share.

Background and motives in brief
Scandinavian Biogas produces biogas as vehicle fuel (Sw. fordondsgas) and pre-treat food waste and industrial organic waste in the Nordics, as well as producing raw biogas through its production facilities in South Korea. As part of the Company's long term objective to ensure growth of biogas delivery and use, the Company has implemented and will implement supplements and improvements of the existing production facility in Södertörn. To finance the previous mentioned investments, and to improve the Company's liquidity, the Company is now carrying out two share issues.

Subscription commitments
The Company has received subscription commitments corresponding to 97 per cent of the Rights Issue.

Capital use
The proceeds from the Rights Issue will be used to:

  • finance ongoing projects, especially in Södertörn, and
  • improve the Company’s liquidity.

Terms and conditions for the Rights issue
On 12 April 2017, the board of directors of Scandinavian Biogas, by virtue of the authorization given by the AGM on 28 April 2016, decided on a rights issue of a maximum of 6,006,177 shares with preferential rights for existing shareholders. At full subscription of the Rights Issue, the Company will raise approximately SEK 23 million before transaction costs. The major shareholders that have granted loans to the Company, totalling SEK 16 million, intend to set-off of their loans in the Rights Issue. The loans correspond to about 70 per cent of the Rights Issue.

Shareholders who, on the record date 24 April 2017, are included in the share register, maintained by Euroclear Sweden, will receive one (1) subscription right for each share held. Fifteen (15) subscription rights entitle to subscription for one (1) new share in the Scandinavian Biogas at a subscription price of SEK 3.90 per share. The Rights Issue can increase the Company’s share capital by a maximum of about SEK 1,201,236, from about SEK 18,018,533 to about SEK 19,219,769 and the number of shares may increase by no more than 6,006,177 shares, from 90,092,622 shares to 96,098,839 shares. In the event subscription of new shares are made by utilization of the Company's outstanding warrants, the board of directors’ resolution means that the share capital can increase by additionally maximum approximately SEK 2,067 to SEK 19,221,836 and the number of shares can increase by additionally maximum of 10,333 shares to 96,109,172 shares.

The record date for participation in the Rights Issue will be 24 April 2017 and the subscription period will commence on 26 April and end on 10 May 2017 with an option for the board of directors to extend the period for subscription and payment.

Preliminary timetable

20 April 2017 Last day to hold shares in Scandinavian Biogas including the right to receive subscription rights. 
21 April 2017 First day to hold shares in Scandinavian Biogas excluding the right to receive subscription rights.

24 April 2017 Record date for receiving subscription rights. Shareholders registered in the Company's share register on this date will receive subscription rights for participation in the Rights Issue.
 
26 April–10 May 2017 Subscription period.  
12 May 2017 Estimated date of publication of the outcome of the issue.

Directed share issue
The board of directors has in addition decided on a directed share issue to Wipunen varainhallinta Oy. The subscription price in the directed share issue amounts to SEK 3.90 per share, which corresponds to a total of approximately SEK 43 million. Wipunen varainhallinta Oy has subscribed for all shares in the directed share issue. Wipunen varainhallinta Oy is an investment company that invests in the Nordic and Baltic countries. The reason for the deviation from shareholders' preferential rights is that the Company sees Wipunen varainhallinta Oy as a strategic investor. The directed share issue corresponds to 11,000,000 shares, which corresponds to an increase of the share capital of about SEK 2,200,000. Subject to a fully subscribed Rights Issue, the directed share issue entail a dilution of approximately 10 per cent for the current shareholders.

Advisors
Mangold Fondkommission AB is acting as financial advisor and issuing agent and Advokatfirman Lindahl KB is acting as legal advisor to Scandinavian Biogas in connection to the Rights Issue.

For more information, please contact:
Matti Vikkula
CEO Scandinavian Biogas
+46 70-597 99 38
matti.vikkula@scandinavianbiogas.com

The Company in brief:
Scandinavian Biogas is one of Sweden’s largest private producers of biogas as a vehicle fuel. The Company also operates a manufacturing plant for pre-treatment of food waste and industrial organic waste, as well as a plant for the production of raw biogas in Korea.

Information:
This information is information that Scandinavian Biogas Fuels International AB 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 above, at 08:00 CET on 13 April 2017.

Disclaimer:
The Rights Issue is not directed to persons resident in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where participation would require a prospectus, registration or other measures than those required by Swedish law.

This press release may consequently not be published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland Singapore, South Africa or any other jurisdiction where such action wholly or partially violates applicable laws or regulations. The information in this press release may not be forwarded, reproduced or disclosed in ways that conflict with such laws or regulations. Failure to comply with this instruction may result in violation of the US Securities Act of 1933 or applicable laws in other jurisdictions.

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