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2022-10-05 20:21

Scandinavian Biogas has decided to carry out a directed share issue of SEK 326 million, subject to subsequent approval by the extraordinary general meeting


Stockholm, 5 October 2022

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

The board of directors of Scandinavian Biogas Fuels International AB (publ) (“Scandinavian Biogas” or the “Company”) has, as announced in the Company’s press release earlier today, decided to carry out a directed share issue of 13,045,000 shares, at a subscription price of SEK 25 per share, corresponding to issue proceeds of SEK 326 million (the “Directed Share Issue”). The subscription price was determined through an accelerated bookbuilding procedure conducted by ABG Sundal Collier AB (“ABG Sundal Collier”) as Sole Global Coordinator and Sole Bookrunner. In the Directed Share Issue a number of institutional and professional investors participated, including TrønderEnergi Vekst Holding AS[[1]] (“TrønderEnergi”), Bengtssons Tidnings AB and other existing investors, including CEO Matti Vikkula and chairman of the board of directors Anders Bengtsson, who applied for subscription for shares at an amount corresponding to SEK 300 million, SEK 19 million and SEK 7 million, respectively. The Directed Share Issue is subject to subsequent approval by an extraordinary general meeting, which is expected to be held on 27 October 2022.

The Company has completed the accelerated bookbuilding procedure announced by the Company earlier today. The board of directors of Scandinavian Biogas has, subject to subsequent approval by an extraordinary general meeting, resolved to carry out a directed share issue of 13,045,000 shares. The Directed Share Issue is made in two tranches of which both are subject to approval by an extraordinary general meeting. Approval of the first tranche of SEK 322 million, corresponding to 12,880,000 shares, requires that at least two thirds of both the votes cast and the shares represented at the extraordinary general meeting vote in favour for the approval. Approval of the second tranche of SEK 4 million, corresponding to 165,000 shares, which include subscription commitments from CEO Matti Vikkula (SEK 1 million) and chairman of the board of directors Anders Bengtsson, privately and through Dimitra AB (SEK 3 million), requires that at least nine tenths of both the votes cast and the shares represented at the extraordinary general meeting vote in favour for the approval.

The subscription price in the Directed Share Issue was determined at SEK 25 per share, consequently raising proceeds of SEK 326 million before transaction costs. The subscription price corresponds to a premium of approximately 61.9 percent compared to the last close of the Company’s shares on Nasdaq First North Premier Growth Market on 5 October 2022.

The Company will publish a separate notice to the extraordinary general meeting, which is expected to be held on 27 October 2022. Existing shareholders, who together hold approximately 32 percent of the shares in Scandinavian Biogas, have undertaken to vote in favour of the board of directors’ resolution to complete the Directed Share Issue on the extraordinary general meeting.

Through the Directed Share Issue, the number of shares and votes in Scandinavian Biogas will increase by 13,045,000, from 30,533,852 shares and votes to 43,578,852 shares and votes. The Directed Share Issue entails a dilution of approximately 29.9 percent of the number of shares and votes in the Company.

The subscription price was determined through an accelerated bookbuilding procedure, led by ABG Sundal Collier, and it is therefore the board of directors’ assessment that the subscription price accurately reflects current market conditions and demand. The investors in the Directed Share Issue comprised institutional and professional investors, including TrønderEnergi, Bengtssons Tidnings AB and other existing shareholders, including CEO Matti Vikkula and chairman of the board of directors Anders Bengtsson, who committed to subscribe for shares in the Directed Share Issue corresponding to SEK 300 million, SEK 19 million and SEK 7 million, respectively.

"I am very pleased that through this capital raise we give Scandinavian Biogas good conditions for continued growth in Scandinavia and northern Europe. The deviation from the shareholders' pre-emptive rights is not a decision taken lightly, but the possibility to reach a time efficient solution under prevailing volatile market conditions with a substantial premium of around 62 percent was a strong reason. Now we can fully focus on continuing our growth journey and exploiting the future potential of biogas." says Anders Bengtsson, Chairman of the board of directors of Scandinavian Biogas.

“We see biogas, biomethane and bio-LNG as a market with an attractive outlook and a natural part of a sustainable future energy mix. Since co-founding the Skogn biogas plant together with Scandinavian Biogas in 2016, we have had a positive view on the company’s potential and with today’s announcement we believe that the company will be able to take the next step to develop and realize parts of these interesting prospects. We look forward to continuing our contribution and support to the company, leveraging our industry experience and other resources” says Ståle Gjersvold, CEO of TrønderEnergi/Aneo.

“I am very glad that we have received this capital injection which enables us to continue our planned expansion for the production of at least 600 GWh of green energy by 2024. The demand for Bio-LNG exceeds our capacity and we see a huge market potential and significantly improved profitability. We can now continue our expansion plan and shortly make investment decisions regarding the project in Mönsterås as well as continue the planning for Skogn III and the planning of Örkelljunga." says Matti Vikkula, CEO of Scandinavian Biogas.

The net proceeds from the Directed Share Issue are intended to be used to finance the Company’s investment plans as well as support further growth initiatives, while the Company maintains an appropriate capital structure, financial flexibility and risk level.

The board of directors has carefully considered alternative financing sources, hereunder the possibilities of raising capital through a rights issue rather than a directed share issue, and the board of directors has concluded that it is in the best interest of the Company and its shareholders to complete the Directed Share Issue. The reason for deviating from the shareholders' pre-emptive rights is to secure financing for the Company’s continued growth in the most time and cost-effective manner, to strengthen the shareholder base and that conditions are not deemed to exist for carrying out a rights issue on favourable terms. It is the board of directors’ overall assessment that the reasons above clearly and with sufficient strength outweigh the reasons that justify the main principle that the share issues shall be carried out with application of the shareholder’s pre-emptive rights, and that a share issue with deviation from the shareholders’ pre-emptive rights therefore lies in the interest of the Company and all shareholders.

Aneo’s ownership following completion of the Directed Share Issue
TrønderEnergi’s existing 3,713,272 shares in Scandinavian Biogas will shortly be transferred to Aneo, and Aneo will be the entity subscribing for new shares in the Directed Share Issue. As a consequence of Aneo’s participation in the Directed Share Issue (12,000,000 new shares), the total shareholding by Aneo will amount to 15,713,272 shares, which corresponds to approximately 36.1 percent of the total number of shares and votes in Scandinavian Biogas after the Directed Share Issue, provided that the Directed Share Issue is approved by the extraordinary general meeting. Aneo will be required to make a mandatory offer for all other shares in Scandinavian Biogas within four weeks from settlement of the Directed Share Issue, unless its shareholding is decreased so that it no longer corresponds to 30 percent or more of the votes. TrønderEnergi has informed that, as a consequence, Aneo intends to, in due course, announce a mandatory offer with an offer price of SEK 15.45, corresponding to the 20-business day volume weighted average price up to and including 5 October 2022, in accordance with applicable takeover rules.

Advisors
ABG Sundal Collier acts as Sole Global Coordinator and Sole Bookrunner in connection with the Directed Share Issue. Cirio Advokatbyrå acts as legal advisor to Scandinavian Biogas in connection with the Directed Share Issue.

Conference call
Scandinavian Biogas will hold a short conference call on Teams at 10 a.m CEST on 6 October. This will also be recorded and made available online. If this is your first time using Teams, you will be asked to download an app.

To attend the meeting, please click here >>

___
[1] As a part of the Aneo Renewables Holding AS (“Aneo”) establishment, the shareholding in Scandinavian Biogas will be transferred from TrønderEnergi to Aneo. TrønderEnergi will be a co-owner of Aneo.

This disclosure contains information that Scandinavian Biogas Fuels International AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 05-10-2022 21:21 CET.

For further information, please contact:
Matti Vikkula CEO and President
Mobile +46 (0) 70 597 99 38
E mail matti.vikkula(at)scandinavianbiogas.com

Scandinavian Biogas is a leading Nordic producer of biogas for vehicle fuel and fertilizer. Biogas is CO2-neutral and made from sewage and household, agriculture as well as industrial organic waste. Today Scandinavian Biogas has facilities in Sweden, Norway and Korea. In 2021, the company delivered 366 GWh of energy. Scandinavian Biogas has 100 employees and total net sales of SEK 394 million in 2021. The head office is located in Stockholm and the company is listed on Nasdaq First North. Certified advisor is Erik Penser Bank AB, telephone: +46(0)8-463 80 00, certifiedadviser(at)penser.se.  www.scandinavianbiogas.com

IMPORTANT INFORMATION
Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal 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 anyone 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 new shares. Any investment decision in connection with the Directed Share shall only 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. The information contained in this announcement is for background purposes only and does not purport to be complete. Thus, an investor should not place undue reliance on the information contained in this press release or its accuracy or completeness. ABG Sundal Collier is acting for the Company in connection with the transaction and no one else. ABG Sundal Collier 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 a recommendation concerning any investor’s decision with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and in all publicly available information. The price and value of the securities can decrease as well as increase. Past performance is not a guide to future performance. 
This press release does not constitute or form part of an offer or invitation 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 subject to an exemption from, or 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 or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the announcement, publication or distribution of the information would be contrary to the applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Scandinavian Biogas 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 Share Issue. In any EEA member state, this press release 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 regarding the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be used by, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth individuals falling within Article 49(2) (a)-(d) of the Order (all such persons together being referred to as “Relevant Persons”). An investment or an investment measure, as this notice refers to in the United Kingdom only available to and will only be carried out with Relevant Persons. Persons who are not Relevant Persons should not take any action based on this press release nor act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, 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 the fact that they contain 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. Even if 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, which are 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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, unless required by law or Nasdaq First North Growth markets rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the European Parliament and the Council 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 Scandinavian Biogas 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Scandinavian Biogas may decline and investors could lose all or part of their investment; the shares in Scandinavian Biogas offer no guaranteed income and no capital protection; and an investment in the shares in Scandinavian Biogas 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 Share Issue. Furthermore, it should be noted that regardless the Target Market Assessment, ABG Sundal Collier will only provide to investors who comply the criteria for professional clients and acceptable 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 UK MiFIR; 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 Scandinavian Biogas.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Scandinavian Biogas and determining appropriate distribution channels.

 

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