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2020-12-02 07:30

Scandinavian Biogas intends to carry out a private placement and listing of its dark green shares on Nasdaq First North Premier Growth Market

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

Scandinavian Biogas Fuels International AB (publ) (“Scandinavian Biogas” or the “Company”), a leading producer of biogas in the Nordics[1], today announces its intention to carry out a private placement of dark green shares[2] in the Company directed to Swedish and international qualified investors (the “Private Placement"). Subsequent to the Private Placement, the Company intends to list its shares on Nasdaq First North Premier Growth Market (the “Listing”).

The Board of Directors and the senior management of Scandinavian Biogas consider the Listing a logical and important step in the Company’s development. The Company has an ambitious growth strategy focused on continuing to contribute to a sustainable and fossil free future by expanding its production of biogas, primarily liquid biogas, both at existing and new production plants.

A listing of Scandinavian Biogas shares would help to facilitate the Company’s continued growth strategy. In addition, a listing would also help to further increase the awareness of the Company and its operations as well as further enhance Scandinavian Biogas’ profile with investors, business partners, customers, and other important stakeholders.

Länsförsäkringar Fondförvaltning, Handelsbanken Hållbar Energi and Skandia Sverige Hållbar (together the ”Cornerstone Investors”) have undertaken, subject to certain conditions, to acquire shares in the Private Placement of up to SEK 130 million on a post-money valuation of up to approximately SEK 1.1 billion. Depending on market conditions, the Listing is expected to be completed in December 2020.

Scandinavian Biogas’ dark green shares

Scandinavian Biogas is the first company to receive a 100 per cent Dark Green Shading, the highest possible rating from CICERO Shades of Green AS (“CICERO”), on the Company’s revenue streams and investments.

The Private Placement in brief:

  • The Private Placement is expected to be conducted through a directed share issue of newly issued shares in the Company of approximately SEK 350 million, before deduction of costs related to the transaction, together with a sale of existing shares from selling shareholders.
  • The Cornerstone Investors, Länsförsäkringar Fondförvaltning, Handelsbanken Hållbar Energi and Skandia Sverige Hållbar, have undertaken, subject to certain conditions, to acquire shares in the Private Placement for an amount of up to SEK 130 million.
  • The net proceeds from the Private Placement will be used to continue the expansion of the Company’s production capacity, primarily within LBG, through investments in new production plants and to partly finance the recent acquisition of Ekdalens Biotransporter AB.
  • The Private Placement will be offered to qualified investors in Sweden and internationally.
  • Depending on market conditions, the Listing is expected to be completed in December 2020.
  • Further announcements relating to the Private Placement and the Listing will be made in due course.

Matti Vikkula, CEO of Scandinavian Biogas

“The biogas market in Scandinavia has experienced a material development and growth during the last ten years but is still only at the beginning of the large-scale industrial development. The global energy market is on the verge of a tremendous conversion and the need for renewable energy is increasing year by year. We are now seeing a paradigm shift, with the advantages of liquid biogas becoming increasingly apparent for heavy transports and shipping as it provides one of the most efficient ways to reduce the carbon footprint. I look forward to offering new shareholders the opportunity to be part of one of the Nordic region’s leading biogas companies.”

Göran Persson, Chairman of the Board of Directors of Scandinavian Biogas

“Scandinavian Biogas is a leading biogas producer – with its truly renewable business and clear growth agenda with continued investments, I am convinced that Scandinavian Biogas is well positioned to deliver continued strong performances in the coming years. A listing on Nasdaq First North Premier Growth Market will enable a broader ownership base and access to the capital market and is therefore a natural next step in the development of the Company.”

About Scandinavian Biogas:

Scandinavian Biogas, founded in 2005, is a leading producer of biogas in the Nordics. The Company sells renewable energy based on compressed biogas and liquid biogas. The Company operates five production plants located in Henriksdal, Södertörn, Bromma, Skogn (Norway) and Ulsan City (South Korea). Through its operations, Scandinavian Biogas supports a sustainable transition from fossil to renewable energy by turning locally sourced organic waste into renewable energy in the form of biogas and bio-fertiliser, whilst adding zero net emissions to the atmosphere.

Since its inception in 2005 Scandinavian Biogas’ total operating income has grown consecutively every year with a sales CAGR of approximately 30 per cent, reaching SEK 407 million in 2019. Having reached industrial scale, the Company has significantly improved its operating EBITDA margins[3] from 12.9 per cent in 2017 to 19.2 per cent in 2019[4], corresponding to an operating EBITDA CAGR of 47 per cent.

In November 2020, the Company entered into an agreement to acquire Ekdalens Biotransporter AB, a company in the logistic sector primarily focused on specialised transports such as industrial organic waste and manure transports to biogas plants and bio-fertiliser transports from biogas plants to major farming areas in the south of Sweden. The integration of a logistics operator improves the reliability of substrate deliveries, a key factor in the capacity to guarantee high-availability supply for the production plants. Closing of the transaction is expected by the end of 2020.

Financial highlights:

January-September Full year
Pro forma[5] Pro forma[6]
Unaudited Unaudited Unaudited Unaudited Audited Audited Audited
SEK million 2020 2020 2019 2019 2019 2018 2017
Total operating income 342.8 304.1 303.2 453.7 407.1 310.2 289.3
Total operating income growth, % - 0.3% 44.0% - 31.2% 7.2% 8.7%
Operating EBITDA 74.1 55.3 58.8 91.6 75.8 15.6 35.2
Operating EBITDA margin, % 23.6% 20.1% 20.2% 20.7% 19.2% 5.2% 12.9%
Operating profit (EBIT) 10.1 -5.6 -6.7 9.0 -1.9 -71.8 -42.2
EBIT margin, % 2.9% -1.9% -2.2% 2.0% -0.5% -23.1% -14.6%

Key strengths and competitive advantages:

  • Biogas is a green natural gas – proven and cost-efficient energy source
  • The biogas market is set to experience continued high growth driven by global mega trends
  • Scandinavian Biogas is a market leading producer of biogas in the Nordics
  • Stable and recurring revenues with long-term supply and off-take contracts
  • Experienced management and organisation with expertise in complex projects
  • Proven track-record of profitable growth and a strong growth trajectory

Financial targets:

  • Production capacity of at least 700 GWh by 2024
  • Total operating income of more than SEK 750 million by 2024
  • Operating EBITDA margin of at least 30 per cent in 2024
  • Uphold an equity ratio of at least 25 per cent

Advisors:

ABG Sundal Collier is acting as Sole Global Coordinator and Sole Bookrunner in connection with the Private Placement and the Listing. Cirio Advokatbyrå is acting as legal advisor to Scandinavian Biogas and Baker McKenzie is acting as legal advisor to the Sole Global Coordinator.

For more information, please contact:
Matti Vikkula, CEO Scandinavian Biogas
Telephone: +46 (0) 70-597 99 38
Email: matti.vikkula(at)scandinavianbiogas.com

Anna Budzynski, CFO Scandinavian Biogas
Telephone: +46 (0) 70-043 43 13
Email: anna.budzynski(at)scandinavianbiogas.com

IMPORTANT INFORMATION

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, neither from the Company nor from someone else.

This press release 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 shares. Any investment decision in connection with the private placement 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 ABG Sundal Collier AB. ABG Sundal Collier AB 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.

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 United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland or 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.

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. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Private Placement. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

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.

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.

Forward-looking statements

This press release may contain certain 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. Forward-looking statements are based on current estimates and assumptions made according to the best of the Company’s knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including the Company’s cash flow, financial condition and results of operations, to differ materially from the results, or fail to meet expectations expressly or implicitly assumed or described in such statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in such statements. The Company cannot give any assurance regarding the future accuracy of the opinions set forth herein or as to actual occurrence of any predicted developments. In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in this communication may not occur. Moreover, the forward-looking estimates and forecasts derived from third-party studies may prove to be inaccurate. 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 information as a result of new information, future events or similar circumstances other than as required by applicable laws or Nasdaq First North Premier Growth Market rulebook for issuers.

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 the Company 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 the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company 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 private placement. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier AB will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

 

[1] Company assessment.

[2] Scandinavian Biogas has been reviewed by CICERO, which provides market-leading independent, research-based evaluations of green and sustainability bonds as well as full company assessments. In November 2020, CICERO allocated the highest possible rating, Dark Green shading, to all of Scandinavian Biogas’ revenue streams and investments.

[3] Operating EBITDA: EBITDA excluding items affecting comparability; Operating EBITDA margin: Operating EBITDA divided by net sales plus other operating income excluding items affecting comparability.

[4] 20.7 per cent 2019 (pro forma).

[5] Pro forma financials illustrating the effect of the Ekdalens Biotransporter AB as if it had been completed on 1 January 2020.

[6] Pro forma financials illustrating the effect of the Ekdalens Biotransporter AB as if it had been completed on 1 January 2019.

 


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