Azelio has completed a directed share issue of approximately SEK 596 million
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The Board of Directors of Azelio AB (publ) (“Azelio” or the “Company”) has, based on the authorization given by the annual general meeting on 14 May 2020, resolved on a directed issue of 10,638,225 new shares, corresponding to approximately 10 percent of the total number of outstanding shares in the Company, at a subscription price of SEK 56 per share (the “Share Issue”). Through the Share Issue, the Company raises approximately SEK 596 million before transaction costs. The subscription price in the Share Issue has been determined through an accelerated bookbuilding procedure and corresponds to a discount of approximately 4.6 percent compared to the closing price as of 10 March 2021 on Nasdaq First North Growth Market. The Share Issue attracted very strong interest from new reputable Swedish and international institutional investors, along with existing shareholders.
The purpose of the Share Issue is to finance the continued industrialization of Azelio’s Thermal Energy Storage (TES) and Stirling-based electricity production technology with the objective to start series production in the third quarter of 2021, and to be able to finance additional development projects and general corporate purposes. As communicated in the Company’s year-end report, the expected growing business volumes bind working capital, particularly at the start of series production and in the early stages of commercialization of the product. At this stage, working capital is also particularly sensitive to shifts in cash flows. This risk is amplified by the pandemic, for example, with restrictions on movement that could affect the start and completion of projects. Accordingly, the Board of Directors of Azelio has made the assessment that the Company’s working capital need has increased and therefore has completed a Share Issue of approximately SEK 596 million, before transaction costs. The proceeds from the Share Issue, together with existing cash, are expected to be sufficient to fund the Company’s business plan until the operations are cash-flow positive, which is expected to occur during 2022. The Board of Directors of Azelio has resolved to deviate from the shareholders’ pre-emption rights to ensure the most time- and cost-effective financing of its continued industrialization.
“Azelio has achieved important milestones in its industrialization. With the first commercial installation initiated and series production soon to be started, this share issue adds financing and a strengthened shareholder base that takes us forward in the commercialization of the technology for the global market and towards a positive cash flow”, says Azelio’s CEO Jonas Eklind.
The Share Issue entails a dilution of approximately 9.2 percent of the share capital in relation to the number of shares in Azelio after the Share Issue, through an increase in the number of outstanding shares by 10,638,225, from 104,380,296 to 115,018,521, and a share capital increase by SEK 5,319,113, from SEK 52,190,150 to SEK 57,509,262.
Members of the board and the management team have agreed, subject to certain exceptions, not to sell shares in Azelio for a period of 90 calendar days after the settlement date. In addition to customary exceptions, members of the board and management team may during the lock-up period sell shares for the purpose of financing the exercise of warrants or call options related to Azelio shares. Furthermore, the Company has agreed, with certain exceptions, not to carry out any additional future share issuances for a period of 180 calendar days after the settlement date.
Carnegie Investment Bank AB (publ), Pareto Securities AB and Bryan, Garnier & Co act as Joint Bookrunners in connection with the Share Issue. Advokatfirman Vinge acts as legal adviser to Azelio and Baker McKenzie acts as legal advisor to the Joint Bookrunners.
For further information, please contact
Jonas Eklind – CEO
Tel: +46 709 40 35 80
This is information that Azelio 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 person set out above, at 23:55 CET on 10 March 2021.
Azelio specializes in energy storage with electricity and heat production. The technology is revolutionary in that the energy becomes dispatchable, making renewable energy available around the clock. The energy is stored in recycled aluminium from which it is converted into electricity and heat with a total efficiency of up to 90 percent. The solution is scalable, sustainable, and cost-efficient from 0.1 MW up to 100 MW. Azelio has approx. 160 employees with headquarters in Gothenburg, production in Uddevalla and development centres in Gothenburg and Åmål, as well as presence in Stockholm, Beijing, Madrid and Ouarzazate. Azelio is listed on Nasdaq Stockholm First North Growth Market with FNCA Sweden AB as Certified Adviser: +46(0)8-528 00 399, firstname.lastname@example.org. More about Azelio: www.azelio.com
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This announcement 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 to acquire or subscribe for shares in connection with the Share Issue 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 the Joint Bookrunners. The Joint Bookrunners is 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.
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This press release contains 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. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although 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 as 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 and 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 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 statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm’s rule book 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 “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 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
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