Clean Industry Solutions Holding Europe AB (publ) carries out a directed issue of units to underwriters in connection with the completed rights issue
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Clean Industry Solutions Holding Europe AB (publ) (the "Company" or "Clean Industry Solutions") has completed the rights issue of units resolved upon by the Board of Directors of the Company on 20 September 2022 (the “Rights Issue”). In connection herewith, in accordance with the underwriting commitments that have been entered into and what has been previously communicated, a directed issue of units, consisting of shares and warrants of series TO 1, is carried out to those underwriters in the Rights Issue who have chosen to receive underwriting compensation in the form of new units in the Company (the “Renumeration Issue”). The subscription price in the Renumeration Issue is, through negotiations with the underwriters, set at SEK 1.5 per unit and payment is made through set-off of the underwriters’ claims.
As previously communicated in conjunction with the Rights Issue, the underwriters had, in accordance with the underwriting commitments entered into, the opportunity to choose to receive underwriting compensation in the form of cash compensation or in the form of new units in the Company. A number of underwriters have chosen to receive the underwriting compensation in the form of new units. As a result, the Board of Directors has, with the support of the authorisation granted by the Annual General Meeting held on 25 May 2022, today resolved on the Renumeration Issue, which comprises a total of 230,004 new units. The underwriters who have chosen not to receive underwriting compensation in the form of new units will instead receive a cash amount for each underwriting commitment. The cash part of the underwriting compensation amounts to approximately SEK 1.3 million.
The reason for the deviation from the shareholders’ pre-emption rights in the Renumeration Issue is to fulfil the Company’s contractual obligations toward the underwriters. Furthermore, the Board of Directors considers that it is beneficial to the Company’s financial position to take advantage of the opportunity to pay the underwriting compensation in the form of units instead of through a cash payment.
Each unit in the Renumeration Issue consists of one (1) new share and one (1) warrant of series TO 1. In total, 230,004 units are subscribed for, containing 230,004 shares and 230,004 warrants of series TO 1. Payment in the Renumeration Issue is made through set-off of the underwriters’ claims on underwriting compensation. The subscription price has been set at SEK 1.5 per unit through negotiations with the underwriters. The subscription price corresponds to the subscription price in the Rights Issue. On this basis the Board of Directors assesses that the subscription price is market conformant. In total SEK 345,006 is set-off to four underwriters. All units in the Renumeration Issue have been subscribed for and allotted.
Changes in share capital and number of shares
Through the Renumeration Issue, the number of shares in Clean Industry Solutions increases by 230,004 shares, from 25,267,758 shares to 25,497,762 shares, and the share capital increases by approximately SEK 22,633.49, from approximately SEK 2,486,467.92 to approximately SEK 2,509,101.41, corresponding to a dilution effect of approximately 0.90 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, additionally, increase by 230,004 shares, from 25,497,762 shares to 25,727,766 shares, and the share capital will, additionally, increase by approximately SEK 22,633.49, from approximately SEK 2,509,101.41 to approximately SEK 2,531,734.90, corresponding to an additional dilution of approximately 0.89 percent.
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 issued under the Remuneration Issue, the Company will receive a maximum additional amount of approximately SEK 0.7 million before issue costs.
Full terms and conditions for warrants of series TO 1 are available on the Company's website, https://cleanindustrysolutions.com.
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
This press release was submitted for publication through the agency of the contact person on 25 October 2022 at [16:30] CEST.
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.