Scandinavian Biogas carries out directed issue and rights issue in a total of SEK 86 million and intends to carry out a secured directed issue of SEK 60 million. Total issue volume SEK 146 million
THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, USA OR IN ANY OTHER JURISDICTION WHERE NOT PUBLICATION, PUBLICATION OR DISTRIBUTION OF THE INFORMATION SHOULD BE COMPATIBLE WITH APPLICABLE REGULATIONS.
As previously communicated, Scandinavian Biogas Fuels International AB (publ) (“Scandinavian Biogas” or the “Company”) has investigated the possibility of carrying out a directed share issue of up to SEK 136 million to a number of institutional and private investors, in which certain shareholders would have the option of offsetting loans against shares, and, in connection with this directed share issue, intended to carry out a rights issue of up to SEK 10 million at the same subscription price as the directed share issue. Furthermore, it has been communicated that the Company has received subscription commitments regarding the directed share issue.
The board of directors of Scandinavian Biogas has now, with the support of the authorization by the annual general meeting held on 25 June 2018, resolved on a directed share issue of a total of 31,714,168 shares, corresponding to an increase of the Company's share capital of approximately SEK 6,342,834. 9,340,000 shares have been subscribed for by AB Apriori. The remaining 22,374,168 shares have been subscribed for by Bengtssons Tidnings AB (some of which is paid through set-off of loans), Wipunen Varainhallinta Oy (some of which is paid through set-off of loans), AC Cleantech Growth Fund 1 Holding AB (through set-off of loans) and Erik Danielsson Förvaltning AB (through set-off of loans). The subscription price is SEK 2.40 per share, corresponding to a total issue proceeds of approximately SEK 76 million. The reasons for deviating from the shareholders' preferential rights are to increase equity funding in a time and cost-effective manner and to diversify the shareholder base with a new institutional investor who can contribute to the Company's long-term development.
AB Apriori has also undertaken to subscribe for an additional 25,160,000 shares at the same subscription price, corresponding to a total issue proceeds of approximately SEK 60 million. Provided that the annual general meeting to be held on 27 June 2019 authorizes the board to resolve on new share issues in accordance with the proposal set out in the notice of the annual general meeting, the board of directors intends to utilize this authorization to issue an additional 25,160,000 shares to AB Apriori.
Moreover, the board of directors of the Company has, with the support of the authorization by the annual general meeting held on 25 June 2018, resolved on a rights issue of a maximum of 4,283,953 shares with pre-emption rights for the Company's shareholders (the “Rights Issue”). Upon full subscription of the Rights Issue, the Company will receive approximately SEK 10 million before issue costs. Shareholders who, on the record date 13 June 2019, are included in the share register maintained by Euroclear Sweden AB, will receive one (1) subscription right for each share held. Twenty-five (25) subscription rights entitle to subscription for one (1) new share in the Company at a subscription price of SEK 2.40 per share. The Rights Issue can increase the Company’s share capital by a maximum of about SEK 856,791. The subscription period in the Rights Issue runs from 17 June to 5 July 2019. Last day to hold shares in Scandinavian Biogas including the right to receive subscription rights is 11 June 2019 and the first day to hold shares in Scandinavian Biogas excluding the right to receive subscription rights is 12 June 2019. AB Apriori will not have pre-emption right to participate in the Rights Issue.
The Company will prepare an information memorandum regarding the Rights Issue which will be available, together with the application form, on the Company's website www.scandinavianbiogas.com and on Mangold Fondkommission AB's website www.mangold.se no later than 17 June 2019.
The shareholders AC Cleantech Growth Fund 1 Holding AB, Bengtssons Tidnings AB and Wipunen Varainhallinta Oy have undertaken not to exercise their subscription rights in the Rights Issue. These shareholders’ ownership in the Company corresponds to approximately 68 percent of the number of shares and votes in the Company, therefore there will be an opportunity for other shareholders, or other stakeholders, to acquire additional shares in the Rights Issue. However, if the Rights Issue is not fully subscribed, these shareholders may subscribe for shares in order for the Rights Issue to be fully subscribed.
The issue proceeds from the share issues are intended to be used to finance an improvement and expansion of Scandinavian Biogas’ plant in Södertörn, and to ensure certain working capital requirements.
Following the directed issue and the Rights Issue, which the board of directors has resolved on, the total number of shares in the Company, assuming full subscription in the Rights Issue, will amount to 143,096,960 and the share capital to approximately SEK 28,619,393. This means a dilution effect of approximately 34 per cent of the shares and votes based on the total number of shares in Scandinavian Biogas at the time of the issues.
If the Company carries out the further directed issue to AB Apriori, the total number of shares in the Company will amount to 168,256,960 and the share capital to approximately 33,651,394 SEK. This means an additional dilution effect of about 17 per cent of shares and votes based on the total number of shares in Scandinavian Biogas at the time of this issue. AB Apriori will then become the Company's third largest owner with approximately 20 per cent of the number of shares and votes in Scandinavian Biogas.
SV Ventures has acted as financial adviser in connection with the directed share issue, and Cirio Advokatbyrå has acted as legal adviser to Scandinavian Biogas in connection with the share issues. Mangold Fondkommission AB is the issuing agency in connection with the Rights Issue.
For further information, please contact:
Matti Vikkula, CEO
+46 70 597 99 38, matti.vikkula(at)scandinavianbiogas.com
Erik Arnetz, VD & Partner, SV Ventures
+ 46 70-792 76 18, erik(at)svventures.se
The Company in brief:
Scandinavian Biogas is today one of the 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 production of raw biogas in South Korea and a plant for production of liquid biogas in Norway.
The information in this press release is such that Scandinavian Biogas Fuels International AB (publ) must disclose in accordance with the EU Market Abuse Regulation (EU MAR) No. 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, on 5 of June 2019, at 19:30 CEST.
Publishing, publishing or distributing this press release may, in certain jurisdictions, be subject to law and law enforcement in those jurisdictions where this press release has been published or distributed should inform and follow such legal restrictions.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities issued by Scandinavian Biogas in any jurisdiction where such offer would be illegal, require prospectus, registration or other measures besides those required by Swedish law. The invitation to the persons concerned to subscribe for shares in the Rights Issue in Scandinavian Biogas will be carried out through the memorandum that the Company will publish in connection with the commencement of the subscription period.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, USA or in any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require prospectus, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. No subscription rights, BTAs (interim shares), shares or other securities described in this press release have or will be registered under the United States Securities Act of 1933, as amended (“Securities Act”), and may not be offered or sold in USA, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act and in accordance with applicable securities legislations in US states. The Company does not intend to register any offer in USA or to submit any public offering of securities in the USA.