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Scandinavian Biogas carries out a SEK 586 million private placement of dark green shares and publishes a company description in connection with the listing

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Scandinavian Biogas Fuels International AB (publ) (“Scandinavian Biogas” or the “Company”), a leading producer of biogas in the Nordics[1], today announces that the Company has successfully completed a private placement, previously announced on 2 December 2020, of dark green shares[2] directed to Swedish and international qualified investors (the "Private Placement”). The Company is expected to be the first company to list dark green shares on Nasdaq Nordic through the expected listing on Nasdaq First North Premier Growth Market. The Private Placement was conducted through a bookbuilding procedure resulting in the issuance of 9,333,334 new shares in the Company at a price per share of SEK 37.50, raising gross proceeds of SEK 350 million. In connection with the Private Placement, selling shareholders offered in total 6,283,651 existing shares corresponding to SEK 236 million, resulting in a total offering of SEK 586 million. The Private Placement was multiple times oversubscribed and generated strong interest from both Swedish and international qualified investors. Further, Scandinavian Biogas announces that the Company has prepared a company description, published today and approved by Nasdaq Stockholm AB, in connection with the expected listing on Nasdaq First North Premier Growth Market in Stockholm. Final approval for admission to trading of the Company’s dark green shares on Nasdaq First North Premier Growth Market is expected to be received tomorrow, on 15 December 2020. Provided that the approval is received on 15 December 2020, first day of trading is expected to commence on 16 December 2020.

Göran Persson, Chairman of the Board of Directors of Scandinavian Biogas

“Today, Scandinavian Biogas has made yet another important step for developing our renewable business and, at the same time, towards a listing on Nasdaq First North Premier Growth Market. We are happy to welcome all new well-known institutional investors to join our shareholder base. As first day of trading in our dark green shares is expected to commence on 16 December 2020, we look forward to inviting everyone to be part of one of the Nordic region’s leading biogas companies’ future journey as a listed company.”

Matti Vikkula, CEO of Scandinavian Biogas

“We are very glad to see that the transaction was successful and highly oversubscribed. The strong interest in our dark green shares is ultimately a proof of Scandinavian Biogas’ sustainable business model and ambitious growth strategy, and that we, as a leading biogas producer, are well positioned to capture the opportunities for liquid biogas in the heavy transport and shipping segments going forward. By expanding our production capacity, primarily within liquid biogas, both at existing and new production plants, we will be able to continue contributing to a fossil-free future.”

The Private Placement in brief:

  • The offering price was SEK 37.50 per share (the “Offering Price”).
  • The Company has issued 9,333,334 new shares raising gross proceeds of SEK 350 million (the “Primary Offering”).
  • AC Cleantech Growth Fund I Holding AB, AC Cleantech Management Oy, AB Apriori and John Nurminen Oy (the “Selling Shareholders”) have offered a total of 4,539,007 existing shares (the “Secondary Offering”) corresponding to SEK 170 million.
  • In addition, certain members of the management in the Company, has separately acquired a total of 324,919 existing shares, from AC Cleantech Growth Fund I Holding AB, corresponding to SEK 12 million, which together with the Primary Offering and the Secondary Offering amounts to SEK 532 million (the “Offering”).
  • In order to cover any over-allotment in connection with the Private Placement, certain Selling Shareholders[3] committed, upon request of ABG Sundal Collier, to offer up to an additional 1,419,725 existing shares (the “Over-allotment Option”), representing 10 percent of the Offering, equal to SEK 53 million. The shares in the Over-allotment Option have been allocated in the Private Placement.
  • The Private Placement consist of a total of 15,616,985 shares corresponding to a total offering size of SEK 586 million. Following the Private Placement, the Company will have 30,533,852 shares outstanding, which based on the Offering Price corresponds to a market capitalization of approximately SEK 1,145 million[4]. The shares sold under the Private Placement represents approximately 51.1 percent of the outstanding shares in the Company after the Private Placement.
  • Länsförsäkringar Fondförvaltning, Handelsbanken Hållbar Energi and Skandia Sverige Hållbar (the ”Cornerstone Investors”) have acquired shares in the Private Placement at the same price as other investors, corresponding to a total value of SEK 130 million or approximately 22.2 percent of the Private Placement.
  • The Private Placement was multiple times oversubscribed and the Company has considerably broadened its investor base to comprise a large number of institutional investors.
  • The net proceeds from the Private Placement will be used to continue the expansion of the Company’s production capacity, primarily within LBG, through investments in new production plants and to partly finance the recent acquisition of Ekdalens Biotransporter AB.
  • The completion of the Private Placement is subject to certain customary conditions including, but not limited to, approval of Scandinavian Biogas’ shares for trading on Nasdaq First North Premier Growth Market and the shares allocated in the Primary Offering being registered with the Swedish Companies Registration Office.

Listing on Nasdaq First North Premier Growth Market and publication of a company description

As announced by the Company on 2 December 2020, Scandinavian Biogas has initiated a process to list its shares on Nasdaq First North Premier Growth Market in Stockholm (the “Listing”). In connection with the Listing, Scandinavian Biogas has today published a company description that has been approved by Nasdaq Stockholm AB and is available on the Company's website: www.scandinavianbiogas.com. Approval for admission to trading of the Company’s shares on Nasdaq First North Premier Growth Market is expected to be received tomorrow, on 15 December 2020. Provided that the approval is received on 15 December 2020, first day of trading for the Company’s dark green shares on Nasdaq First North Premier Growth Market is expected to commence on 16 December 2020 under the symbol (ticker) "BIOGAS”.

Scandinavian Biogas’ dark green shares

Scandinavian Biogas is the first company to receive a 100 per cent Dark Green Shading, the highest possible rating from CICERO Shades of Green AS (“CICERO”), on the Company’s revenue streams and investments.

The Over-allotment Option and stabilisation measures

Certain Selling Shareholders[5] have granted ABG Sundal Collier (the “Sole Global Coordinator”) a greenshoe option, exercisable within 30 days from the first day of listing on Nasdaq First North Premier Growth Market to cover the over-allotments in connection with the Private Placement. For the purpose of enabling delivery of such over-allotted shares, the Sole Global Coordinator have borrowed an equal number of shares from certain Selling Shareholders (based on pre-transaction pro-rata ownership).

The Sole Global Coordinator may, in connection with the Offering, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Premier Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Premier Growth Market and ending not later than 30 calendar days thereafter. However, the Sole Global Coordinator has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering.

The Sole Global Coordinator may use the Over-allotment Option to over-allot shares in order to facilitate any stabilisation transaction. The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Sole Global Coordinator must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Sole Global Coordinator will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Undertakings from Selling Shareholders and shareholding members of the Company’s executive management and board

The Selling Shareholders and other major shareholders[6] have agreed with the Sole Global Coordinator not to sell any shares or equity-linked securities in the Company for a period of 180 days from the first day of trading in the Company's shares on Nasdaq First North Premier (lock-up). In addition, the Company and shareholding members of the Company’s executive management and board have agreed with the Sole Global Coordinator to be subject to a 360-day lock-up period. These lock-up undertakings will be subject to certain customary exceptions and may only be waived with the consent of the Sole Global Coordinator.

Allocation and settlement in the Private Placement

Notifications of allocation and payment instructions will be communicated to the investors in the Private Placement by the Sole Global Coordinator on or about 15 December 2020. The allocated shares in the Private Placement will be settled on a delivery versus payment (DVP) on or about 17 December 2020. The new shares allocated in the Private Placement as well as the Company’s existing shares are expected to be listed and tradable on Nasdaq First North Premier Growth Market from on or about 16 December 2020.

Advisors

ABG Sundal Collier is acting as Sole Global Coordinator and Sole Bookrunner in connection with the Private Placement and the Listing. Cirio Advokatbyrå is acting as legal advisor to Scandinavian Biogas and Baker McKenzie is acting as legal advisor to the Sole Global Coordinator.

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
Email: matti.vikkula@scandinavianbiogas.com

Anna Budzynski, CFO Scandinavian Biogas
Telephone: +46 (0) 70-043 43 13
Email: anna.budzynski@scandinavianbiogas.com

IMPORTANT INFORMATION

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.

Forward-looking statements

This press release may contain certain 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. Forward-looking statements are based on current estimates and assumptions made according to the best of the Company’s knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including the Company’s cash flow, financial condition and results of operations, to differ materially from the results, or fail to meet expectations expressly or implicitly assumed or described in such statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in such statements. The Company cannot give any assurance regarding the future accuracy of the opinions set forth herein or as to actual occurrence of any predicted developments. In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in this communication may not occur. Moreover, the forward-looking estimates and forecasts derived from third-party studies may prove to be inaccurate. 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 information as a result of new information, future events or similar circumstances other than as required by applicable laws or Nasdaq First North Premier Growth Market rulebook 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 “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.

 

[1] Company assessment.

[2] Scandinavian Biogas has been reviewed by CICERO, which provides market-leading independent, research-based evaluations of green and sustainability bonds as well as full company assessments. In November 2020, CICERO allocated the highest possible rating, Dark Green shading, to all of Scandinavian Biogas’ revenue streams and investments.

[3] AC Cleantech Growth Fund I Holding AB and AB Apriori.

[4] Including shares to be received by Ekdalen Holding AB in connection with the closing of the acquisition of Ekdalens Biotransporter AB expecting to occur on 18 December 2020.

[5] AC Cleantech Growth Fund I Holding AB and AB Apriori.

[6] TrønderEnergi AS, Bengtssons Tidnings AB, Wipunen varainhallinta Oy, Reliquum and Ajanta Oy.

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