Ripasso Energy intends to carry out an issue of convertible bonds with preferential right for the shareholders in the amount of approximately MSEK 79.5

The Board of Directors of Ripasso Energy AB (publ) (the “Company”) has today resolved to convene an Extraordinary General Meeting on 16 January 2019 with a proposal for an issue of convertible bonds of not more than SEK 79,505,021, with preferential right for existing shareholders. The issue is covered by subscription undertakings equivalent to approximately 34.5 per cent.

The purpose of the convertible loan is to meet Ripasso Energy’s working capital needs related to the order by Afarak Mogale (Pty) Ltd. of 7 PWR BLOK units, and preparations for mass production of the PWR BLOK, to cover costs incurred by the conclusion of binding agreements with Glencore Operations South Africa (Pty) Ltd., to strengthen the Company’s organisation in support of the Company’s intention to have the Company listed on a regulated market in autumn 2019, and to set-off the Company’s loans raised in connection with the announcement of the convertible bond issue. 

East Guardian SPC, Miura Holding Limited, Alexander af Jochnick and David Zaudy have entered into agreements for subscription undertakings in a total amount of MSEK 26.3, equivalent to approximately 33.1 per cent of the convertible bond issue. In addition, the Board members Benedict Morgan, Ulf Gundemark, Johan Ekesiöö and Gunilla Spongh have entered into subscription undertakings in a total amount of MSEK 1.117, equivalent to approximately 1.4 per cent of the convertible bond issue. In total, the convertible bond issue is thus covered by subscription undertakings equivalent to approximately 34.5 per cent. The Company will not pay any compensation for these subscription undertakings. 

East Guardian SPC, Miura Holding Limited, Alexander af Jochnick and David Zaudy have also provided loans to Ripasso Energy in a total amount of MSEK 25, which incur periodic interest of 5 per cent and a commitment fee of 5 per cent. The loans shall be paid to the Company by 21 December 2018 at the latest. The intention is to repay the loans by set-off in the convertible bond issue. 

Notice of the Extraordinary General Meeting on 16 January 2019 will be announced in a separate press release and will be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) shortly thereafter. The notice will also be announced in Svenska Dagbladet.  

The Company will prepare a prospectus related to the convertible bond issue. The prospectus will be subject to approval by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will be announced in the form of a press release before the subscription period begins. 

The convertible bond issue in brief 

Under the Board’s proposal, the convertible bond is subject to the following conditions: 

• The nominal value of the convertible loan is no more than SEK 79,505,021, allocated across no more than 79,505,021 convertible bonds. 
• Each convertible bond has a nominal value of SEK 1.00, which is also the subscription price per convertible bond. 
• The convertibles have a duration of two years, with an interest rate of 10 per cent per annum. The interest is payable quarterly in arrears. 
• The holders of the convertible bonds are entitled to require conversion during the period from 1 January 2021 up to and including 15 February 2021. However, the holders of the convertible bonds are entitled to early conversion in the event that the Company’s shares are listed on a regulated market. 
• The conversion rate is SEK 10 per share when the holders of the convertible bonds require conversion, meaning that the Company’s share capital may increase by a maximum of SEK 79,505.02, and the number of shares in the Company may increase by a maximum of 7,950,052 shares. At full conversion this corresponds to a dilution of approximately 9,1 per cent.
• The Company is entitled to require conversion during the period from 16 February 2021 up to and including 24 February 2021. The conversion rate is SEK 2 per share when the Company requires conversion. 
• The issue shall be conducted with preferential right for the Company’s existing shareholders. Each shareholder receives one (1) subscription right for each (1) share held. One (1) subscription right entitles its holder to subscribe for one (1) convertible bond. The record date at Euroclear Sweden AB for participation in the issue is 7 February 2019. 
• Subscription can be made during the period from 11 February 2019 up to and including 26 February 2019. 
• The intention is to list the convertible bonds on the NGM Nordic MTF and to enable trading in subscription rights and paid-up subscribed units (BTUs) at the same venue. 
• Trading in subscription rights is expected to take place on the NGM Nordic MTF during the period from 11 February 2019 up to and including 22 February 2019, and trading in BTUs is expected to take place on the NGM Nordic MTF during the period from 11 February 2019 up to and including 4 March 2019. The first day of trading in the convertible bond is expected to be around 8 March 2019. 

Preliminary timetable for the issue 

16 January 2019                              Extraordinary General Meeting 

6 February 2019                               Publication of prospectus 

7 February 2019                               Record date for participation in the issue 

11 - 26 February 2019                      Subscription period 

11 - 22 February 2019                      Trading in subscription rights 

11 February - 4 March 2019             Trading in BTUs 

28 February 2019                             Estimated date of publication of issue results 

8 March 2019                                   Estimated first day of trading in convertible bonds on the NGM Nordic MTF 

Issuer agent and advisor 

Avanza Bank AB (publ) is issuer agent (Sw. emissionsinstitut) in connection with the convertible bond issue and Mannheimer Swartling is legal advisor to the Company.

For further information please contact:

Sven Ljungberg, CCO, Ripasso Energy AB,  ir@ripassoenergy.com.

About Ripasso Energy

Ripasso Energy is a Swedish clean tech company founded in 2008 with a mission to further refine the incomparable ability of Stirling technology to convert thermal energy to electricity. The company offers a variety of solutions enabling power generation at record-low prices compared to other climate-friendly and sustainable alternatives. Ripasso Energy’s Stirling engine can handle a wide range of fuels. The company’s latest product, the PWR BLOK 400-F, converts industrial residual and flare gases into electrical energy at a high rate of efficiency. The company’s shares are listed in Sweden (on the NGM Nordic MTF), and can also be traded on the Börse Stuttgart in Germany. Read more at www.ripassoenergy.com.

Ripasso Energy is required to disclose this information in accordance with the EU Market Abuse Regulation. The information was submitted for publication at the initiative of the above contact person on 19 December 2018 at 10.15 CET.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in convertible bonds or other securities in Ripasso Energy. Any invitation to the persons concerned to subscribe for convertible bonds in Ripasso Energy will only be made through the prospectus that Ripasso Energy plans to publish on or around 6 February 2019.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia), Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore or South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law.

This press release does not contain or constitute an offer to acquire or subscribe to securities in the United States. No subscription rights, BTUs, convertible bonds or shares have or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed, sold or otherwise transferred, directly or indirectly, in or within the United States, other than pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements under the U.S. Securities Act and in accordance with the securities legislation in the relevant state or any other jurisdiction of the United States. Ripasso Energy does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering in the securities in the United States.