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Information on the over-allotment option and end of the stabilisation period
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.
ABG Sundal Collier AB (“ABGSC”) notifies regarding the exercise of the over-allotment option in Scandinavian Biogas Fuels International AB (publ) (“Scandinavian Biogas” or the “Company” and that the stabilisation period has ended and no further stabilisation transactions will be undertaken.
End of the stabilisation period
ABGSC has in the capacity of stabilisation manager had the ability to carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the market. Stabilisation measures could be carried out on Nasdaq First North Premier Growth Market, in the over-the-counter market or otherwise, at any time during the period which started on the first day of trading in the shares on Nasdaq First North Premier Growth Market, i.e. on 16 December 2020, and ending not later than 30 calendar days thereafter. However, ABGSC has had no obligation to undertake any stabilisation measures and there was no assurance that stabilisation measures would be undertaken. No transactions have been conducted at a price higher than the one set in connection with the private placement of shares in the Company (the “Private Placement”), i.e. SEK 37.50 per share.
The stabilisation period has ended as of today and no further stabilisation transactions will be carried out.
Detailed below is a summary of the stabilisation transactions carried out by ABGSC during the stabilisation period in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 on Nasdaq First North Premier Growth Market, as previously disclosed in a press release on 28 December 2020. The contact person at ABGSC is Erik Skog (tel: +46 8 566 294 71, e-mail: erik.skog(at)abgsc.se).
|Issuer:||Scandinavian Biogas Fuels International AB (publ)|
|Securities:||Shares (ISIN: SE0015242896)|
|Offering size:||14,197,260 shares|
|Over-allotment option||1,419,725 shares|
|Offer price:||SEK 37.5|
|Stabilisation manager:||ABG Sundal Collier AB|
|Date||Quantity, shares||Price (highest)||Price (lowest)||Price (volume weighted average)||Currency||Market place|
|16 Dec 2020||863,693||37.50||34.68||36.70||SEK||Nasdaq First North Premier Growth Market|
|17 Dec 2020||200,172||37.00||35.30||36.15||SEK||Nasdaq First North Premier Growth Market|
This information is information that Scandinavian Biogas Fuels International AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 15 January 2021 19:00 CET.
Exercise of the over-allotment option
As announced in connection with the Private Placement and listing of the Company’s shares on Nasdaq First North Premier Growth Market, certain selling shareholders(1) have granted an over-allotment option for 1,419,725 existing shares (corresponding to 10 percent of the transaction) to ABGSC (the “Over-allotment option”) that were allocated to investors in connection with the Private Placement. The purpose of the over-allotment option was to facilitate delivery of the over-allotment in the Private Placement and ABGSC’s stabilisation measures. ABGSC has acquired 1,063,865 shares in the Company through stabilisation transactions, which means that 1,063,865 shares that ABGSC has borrowed as part of the Over-Allotment Option will be returned to AC Cleantech Growth Fund I Holding AB and AB Apriori.
- AC Cleantech Growth Fund I Holding AB and AB Apriori.
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 (Sweden), 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.
For more information, please contact:
Matti Vikkula, CEO Scandinavian Biogas
Telephone: +46 (0) 70-597 99 38
Anna Budzynski, CFO Scandinavian Biogas
Telephone: +46 (0) 70-043 43 13
The Company’s Certified Adviser is Erik Penser Bank AB
Telephone: +46 (0)8-463 80 00
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.
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.
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