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ChromoGenics conducts rights emission for SEK 100.6 million

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The Board of Directors of ChromoGenics AB (”ChromoGenics” or ”the Company”) has today, pursuant to the authorization granted by the extraordinary general meeting on December 18, 2019, decided to conduct a new share issue of approximately SEK 100.6 million with preferential rights for existing shareholders (”the Rights Issue”). The Rights Issue is intended to finance the Company’s ongoing market establishment of ConverLight®, investments and loan-related payments. The Rights Issue is guaranteed at 75 percent through subscription and guarantee undertakings.

Summary

  • The Board of Directors of ChromoGenics decided to raise capital of approximately SEK 100.6 million through the issue of new shares with preferential rights for the Company’s existing shareholders.
  • The proceeds from the issue are primarily intended to finance the Company’s ongoing market establishment of ConverLight®, investments and loan-related payments.
  • Each share held in the Company on the record date of February 14, 2020, will receive one subscription right. One subscription right entitles the owner to subscribe to one new share.
  • The issue price is SEK 0.25 per newly issued share. The payment is made in cash.
  • The subscription period for the Rights Issue is February 19–March 4, 2020.
  • The Board of Directors made its decision regarding the Rights Issue pursuant to the authorization granted by the extraordinary general meeting on December 18, 2019.
  • The Rights Issue is guaranteed at 75.0 percent of the issue amount, corresponding to approximately SEK 75.4 million, through subscription and guarantee undertakings from existing shareholders and external investors.

Background

ChromoGenics has undergone an extensive strategic transformation over the past year. After acquiring machines for sputtering, a process in which a nanometer thin coating is applied to the surface of an object, the Company has secured its own complete production line for electrochromic foil with significant production capacity subject to its own quality control. Through the acquisition ChromoGenics is expected to achieve lower production costs.

ChromoGenics’ strategy is to produce electrochromic foil in Uppsala for delivery to geographically distributed partners for local assembly of laminated glass integrated with ChromoGenics’ electrochromic foil. This strategy creates conditions for optimized transport of glass to various assembly units for glass and electrochromic foil before delivery to local markets. This leads to a significant reduction in heavy and environmentally burdensome transports.

ChromoGenics is facing an accelerated commercialization of the Company’s patented electrochromic ConverLight® technology. This technology can reduce unwanted solar radiation in the indoor environment, improve energy performance and ensure architectural freedom when designing buildings’ facades.

Given the growing interest from the market and its investments to secure production, ChromoGenics intends to accelerate its operations with the aim of increasing the transaction volume as well as achieving positive cash flow and earnings. This place demands on the supply of working capital. The Company makes the assessment that the existing working capital is insufficient for this goal, and the Board of Directors of ChromoGenics has therefore decided to conduct a Rights Issue, which, upon full subscription, will raise SEK 100.6 million for the Company before issue costs.

The net proceeds, upon full subscription of the Rights Issue, will amount to approximately SEK 86.5 million and are intended to be allocated in accordance with the following, prioritized as listed:

  • Loan-related payments to the Swedish Energy Agency, approximately SEK 8.1 million
  • Investments in fixed assets:
    • Installation and upgrades of sputtering machines, approximately SEK 9.0 million
    • Investment in extension of cleanroom, approximately SEK 4.0 million
    • IT systems, approximately SEK 3.5 million
    • Other investments, approximately SEK 1.4 million
  • Other working capital, approximately SEK 60.5 million

Timeline for the Rights Issue

February 12, 2020                   Last trading day in the share including the right to participate in the Rights Issue

February 13, 2020                   First trading day in the share excluding the right to participate in the Rights Issue

February 14, 2020                  Record date for participation in the Rights Issue

February 14, 2020                  Estimated date of publication of the prospectus

February 19–March 2, 2020     Trading of subscription rights

February 19–March 4, 2020     Subscription period

February 19–                         Trading with paid subscribed shares (“BTA”) until the Swedish Companies Registration Office registers the Rights Issue, which is estimated to occur Week 13 2020

March 9, 2020  Estimated day for the publication of the outcome of the Rights Issue

Rights Issue

The right to subscribe to new shares is a preferential right that falls to the Company’s shareholders. Each share held in the Company on the record date of February 14, 2020, will receive one subscription right. One subscription right entitles the owner to subscribe to one new share at a subscription price of SEK 0.25 per share. To the extent that new shares are not subscribed on the basis of a preferential right, these shares will be offered to shareholders and other investors who have indicated an interest in subscribing to shares in ChromoGenics.

The application for subscription of shares with subscription rights must be made through simultaneous cash payment during the subscription period.

The application for subscription of shares without subscription rights must be made through a special application form or, for nominee-registered shareholders, in accordance with instructions from each nominee.

In the event all shares are not subscribed with subscription rights, the Board of Directors, within the framework of the Rights Issue’s highest amount, will decide on the allotment of shares subscribed without subscription rights. This allotment must primarily be offered to subscribers who also subscribed to shares with subscription rights regardless of whether the subscriber was a shareholder on the record date. In the event not all of the shares are allotted in this manner, the shares must be allotted in relation to the number subscription rights used to subscribe to shares and, to the extent this is not possible, through a lottery.

Secondary allotment of shares subscribed without subscription rights must be offered to other parties who subscribed to shares without subscription rights. In the event not all of the shares are allotted in this manner, the shares must be allotted in relation to the number of shares that were subscribed and, to the extent this is not possible, through lottery.

Tertiary, and final, allotment of shares subscribed without subscription rights must be offered to parties who committed to a guarantee undertaking as an issue guarantor in accordance with a standby underwriting agreement. In the event not all of the shares are allotted in this manner, the shares must be allotted in relation to the amount that each guarantor guaranteed and, to the extent this is not possible, through lottery.

Directly registered shareholders will be sent a confirmation of the allotment with a payment slip, after which payment for allotted shares must be paid in conjunction with subscription in accordance with the instructions on the payment slip. Only parties that received an allotment will receive confirmation. Nominee-registered shareholders will receive confirmation of the allotment and payment instructions in accordance with the procedures for each nominee.

The subscription period is February 19–March 4, 2020. Upon full subscription of the Rights Issue, the Company will receive approximately SEK 100.6 million before issue costs, which are estimated to amount to SEK 14.1 million.

The Rights Issue will increase the share capital in the Company by at the most SEK 80,476,093.66, from SEK 80,476,093.66 to SEK 160,952,187.33, through the issue of at the most 402,380,447 shares. The number of shares thus increases from 402,380,447 to at the most 804,760,894 shares. The dilution effect for shareholders who choose not to participate in the Rights Issue amounts to at the most 50.0 percent of capital and votes based on the number of shares and votes in the Company before registration of the Rights Issue.

Subscription and guarantee undertakings

In conjunction with the Rights Issue, ChromoGenics received subscription undertakings from a number of existing shareholders totaling approximately SEK 4.3 million, corresponding to approximately 4.3 percent of the issue. No remuneration is being paid for these subscription undertakings. The Company also entered into standby underwriting agreements with external investors for a total of SEK 71.2 million, corresponding to approximately 70.7 percent of the Rights Issue. Cash compensation totals ten (10) percent of the guaranteed amounts for these guarantee undertakings. As a whole, the Rights Issue has subscription and guarantee undertakings totaling approximately SEK 75.4 million, or 75.0 percent of the issue. More detailed information about the parties that have committed to subscription and guarantee undertakings will be included in the prospectus that is planned for publication no later than February 14, 2020.

Presentations

  • February 21, 2020, 12:00 PM, Erik Penser Bank, Apelbergsgatan 27, 103 91 Stockholm, Sweden, CEO Jerker Lundgren. Light refreshments will be served. Applications should be sent to seminarium@penser.se.
  • February 25, 2020, 6:00 PM, ChromoGenics, Ullforsgatan 15, 752 28 Uppsala, Sweden, CEO Jerker Lundgren. Light refreshments will be served. Applications should be sent to info@chromogenics.com.
  • March 2, 2020, 12:00 PM, Erik Penser Bank, Apelbergsgatan 27, 103 91 Stockholm, Sweden, CEO Jerker Lundgren. Light refreshments will be served. Applications should be sent to seminarium@penser.se.

Advisor

Erik Penser Bank AB and Bird & Bird Advokat are ChromoGenics’ financial and legal advisors, respectively, in conjunction with the Rights Issue.

Contact

Jerker Lundgren, CEO
Lars Ericsson, CFO & Head of Communications
Tel: +46 (0) 18,430 04 30
Email: info@chromogenics.com

This information constitutes such information that ChromoGenics AB is obligated to disclose in accordance with the EU Market Abuse Regulation. The information was submitted by the above-mentioned contact persons for publication on February 7, 2020, at 8:25 a.m. CET.

Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.

 

IMPORTANT INFORMATION

This press release is not an offer to subscribe for shares in ChromoGenics, and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus.

This press release may not be released, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, paid subscribed shares or subscription rights to any person in a jurisdiction where it would not be permitted to provide such an offer to such person or where such action would require additional prospectus, registration or other measures than according to Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires measures specified in the preceding sentence or where they would conflict with rules in such country.

The new shares, paid subscribed shares, and subscription rights have not been registered or approved by any US federal or state securities authority or supervisory authority. No new shares, paid subscribed shares, subscription rights or other securities issued by ChromoGenics have been registered or will be registered in accordance with the United States Securities Act 1933 in force at any time or under the securities law of any state in the United States. Therefore, no new shares, paid subscribed shares, subscription rights or other securities issued by the Company may be transferred, exercised or offered for sale in the United States other than in such exceptional cases that do not require registration or through a transaction that is not covered by such registration. There is no intention to register any part of the offer in the United States, and the securities issued in the Rights Issue will not be offered to the public in the United States.

The Company has not accepted any offer to the public regarding the securities referred to in this press release in any other European Economic Area ("EEA") country than Sweden. Therefore, in other EEA Member States, the securities can only be offered to qualified investors.

This press release may only be distributed and directed to "qualified investors" (as defined in section 86 (7) of the Financial Services and Markets Act 2000) in the United Kingdom and which are (i) professional investors covered by Article 19 (5) of Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order"), or (ii) persons covered by Article 49 (2) (a) to (d) ("High Net Value Companies" etc.) of the Order (commonly referred to as "relevant persons"). In the United Kingdom, such investment or other investment activity referred to in this press release is only available to, and directed only to, relevant persons. Any person who is not a relevant person should not act on the outside or rely on this message or any of its contents.

About ChromoGenics

ChromoGenics offers dynamic glass with controllable heat- and light transmission and static glass with world leading performance. The company’s unique technology ConverLight® provides sustainable solar control for increased indoor comfort and energy efficiency. ConverLight also contributes to Green Building certifications. In 2016 the company started commercial sales to real estate projects in Scandinavia.

ChromoGenics is located in Uppsala, Sweden, and the technology is derived from the world leading research center at Ångström Laboratory at Uppsala University. The plant has been partly financed by a conditional loan from the Swedish Energy Agency. ChromoGenics share (CHRO) is listed on Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser e-mail: certifiedadviser@penser.se, tel: +46 (0) 8 463 83 00. www.chromogenics.com

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