Clean Industry Solutions Holding Europe AB (publ) announces outcome of the rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Clean Industry Solutions Holding Europe AB (publ) (the "Company" or "Clean Industry Solutions") today announces the outcome of the rights issue of units, consisting of shares and warrants of series TO 1, which was announced by press release on 20 September 2022 (the "Rights Issue"). The Rights Issue has been subscribed for a total of approximately 65.0 percent, of which approximately 46.9 percent was subscribed for with the support of unit rights and approximately 5.8 percent was subscribed for without the support of unit rights. Approximately 12.3 percent was subscribed by underwriters. Through the Rights Issue, Clean Industry Solutions receives approximately SEK 14.9 million before deduction of issue costs. The proceeds from the Rights Issue will primarily be used to finance the growth of the subsidiaries and working capital for new customer projects. The Company also expects that the strengthened financial position, combined with increased market demand, will have a positive impact on discussions and negotiations with current and potential customers.

Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 14 October 2022. In total, 8,063,326 units were subscribed for with and without support of unit rights, corresponding to approximately 52.7 percent of the Rights Issue. 7,177,166 units were subscribed for with unit rights, corresponding to approximately 46.9 percent, whereas 886,160 units were subscribed for without unit rights, corresponding to approximately 5.8 percent of the Rights Issue. 1,890,640 units were subscribed for by underwriters, corresponding to approximately 12.3 percent of the Rights Issue.

Each unit in the Rights Issue consists of one (1) new share and one (1) warrant of series TO 1. In total, 9,953,966 units were subscribed for, containing 9,953,966 shares and 9,953,966 warrants of series TO 1. Through the Rights Issue, the Company receives approximately SEK 14.9 million before deduction of issue costs, which, if all underwriters choose payment in full in cash, amount to approximately SEK 3.0 million. In the event that all underwriters choose payment in full in cash, the underwriting compensation amounts to approximately SEK 1.6 million.

Notice of allotment and delivery
Allotment of units subscribed for without unit rights, has been carried out in accordance with the principles set out in the memorandum that was published on 28 September 2022. Notification of the allotment of units subscribed for without unit rights, will be sent via a separate settlement note. Nominee shareholders receive notification of allotment in accordance with the respective nominee's routines.  

Trading in so-called paid subscribed units (BTU) takes place on Nasdaq First North Growth Market until the conversion of BTU into shares and warrants, which takes place after the Rights Issue have been registered at the Swedish Companies Registration Office. Registration at the Swedish Companies Registration Office is expected to take place during week 44, 2022.

Changes in share capital and number of shares
Through the Rights Issue, the number of shares in Clean Industry Solutions increases by 9,953,966 shares, from 15,313,792 shares to 25,267,758 shares, and the share capital increases by approximately SEK 979,517.74, from approximately SEK 1,506,950.18 to approximately SEK 2,486,467.92, corresponding to a dilution effect of approximately 39.4 percent. In the event that all associated warrants are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase by additional 9,953,966 shares, from 25,267,758 shares to 35,221,724 shares, and the share capital will increase by an additional approximately SEK 979,517.74, from approximately SEK 2,486,467.92 to approximately SEK 3,465,985.66, corresponding to an additional dilution of approximately 28.3 percent.  

Underwriting commitments
Compensation for underwriting commitments amounts to twelve (12) percent of the guaranteed amount in cash compensation, or fifteen (15) percent of the guaranteed amount in new units. Each person who has provided underwriting commitment has the right to choose whether the underwriting compensation is to be paid in cash or in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Corpura Fondkommission AB no later than 24 October 2022. The subscription price for any units issued as underwriting compensation has, after negotiation with those who have given underwriting commitments, been set at SEK 1.5 per unit, which corresponds to the subscription price for units in the Rights Issue. In total, no more than 1,293,095 new units may be issued as underwriting compensation to the underwriters. 

Warrants of series TO 1
Each warrant entitles the holder to subscribe for one (1) new share during the period from and including 26 October 2023 up until and including 9 November 2023 at a subscription price corresponding to 70 percent of the volume-weighted average price (VWAP) of the Company's share during the period from and including 9 October 2023 up until and including 23 October 2023, but not less than SEK 1.0 and not more than SEK 3.0 per share. Upon full exercise of all warrants, the Company will receive a maximum additional amount of approximately SEK 29.9 million before issue costs.

Full terms and conditions for warrants of series TO 1 are available on the Company's website, https://cleanindustrysolutions.com. 

This disclosure contains information that Clean Industry Solutions Holding Europe 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 19-10-2022 16:33 CET.

Advisor
Corpura Fondkommission AB (www.corpura.se) is acting as financial advisor and Fredersen Advokatbyrå AB is acting as legal advisor to Clean Industry Solutions in connection with the Rights Issue. 

Amudova AB is Clean Industry Solutions’ certified adviser. Phone +46 8 546 017 58
E-mail: info@amudova.se

For more information:
Christian Zahler, CEO
Tel: +49 151 53811944
E-mail: christian.zahler@cleanindustrysolutions.com

Clean Industry Solutions Holding Europe AB holds 100% of Industrial Solar GmbH and 100% of SolarSpring GmbH - both located in Freiburg/Germany.  
Industrial Solar GmbH is an international leading technology and solution provider, which develops projects mainly based on its innovative Fresnel collector technology suitable for fulfilling an expected growing market of solar process heat. As a one-stop-shop Industrial Solar offers turnkey solutions for customers in several industries.
Find out more about Industrial Solar GmbH at the following address:
https://www.industrial-solar.de/en/

Founded in 2009 as a spin-off of the Fraunhofer ISE, SolarSpring GmbH - membrane solutions, has evolved into an international pioneer in the field of membrane distillation offering innovative waste- and drinking water treatment technology.
Find out more about SolarSpring GmbH at the following address:
https://solarspring.de/en/

Important information
The publication, release or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in those jurisdictions where this press release has been published, disclosed or distributed should inform themselves of and observe any such restrictions. This press release does not constitute an offer of, or an invitation to acquire or subscribe for, any securities of Clean Industry Solutions in any jurisdiction. 

This press release does not constitute 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 U.S. Securities Act of 1933, as amended. The information contained in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, South Africa, South Korea or any other jurisdiction where such release, publication or distribution would be contrary to applicable law or regulation. 
Within the European Economic Area, no securities are offered to the public in any country other than Sweden. 

This press release contains certain forward-looking information that reflects the Company's current views on future events and financial and operational developments. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions which imply indications or predictions of future developments or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently subject to known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual results may differ materially from those expressed in the forward-looking information.