CTEK announces the terms of its rights issue

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On 8 February 2023, CTEK AB (publ) (”CTEK” or the ”Company”) announced that the board of directors (the ”Board”) of CTEK, subject to approval from the extraordinary general meeting to be held on 3 March 2023, has resolved on a rights issue of approximately SEK 350 million (the ”Rights Issue”). Today, the Board announces the terms of the Rights Issue. The net proceeds from the Rights Issue are intended to be used to repay part of the Company’s loans in order to decrease indebtedness and to ensure investments in product development and the Company’s supply chain.

Summary

• Those who are registered as shareholders in CTEK’s share register maintained by Euroclear Sweden on the record date on 8 March 2023 will receive one (1) subscription right for each CTEK share held. Five (5) subscription rights entitle to subscription for two (2) new shares in CTEK.
• The last day of trading in CTEK shares inclusive of the right to participate in the Rights Issue is 6 March 2023.
• The subscription price has been set at SEK 17.50 per share. Provided that the Rights Issue is fully subscribed, CTEK will consequently raise approximately SEK 350 million before transaction costs.
• The subscription period will run from and including 10 March 2023 up to and including 24 March 2023.
• The Company’s largest shareholder, Investment AB Latour (publ) (”Latour”), has undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for its pro rata share of 30.57 percent of the outstanding shares and votes in CTEK in the Rights Issue. In addition, Skirner AB (”Skirner”) and AMF Tjänstepension AB (”AMF”), together holding shares representing 10.45 percent of the outstanding shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for their respective pro rata share in the Rights Issue. In addition to the subscription undertaking Latour has entered into a guarantee agreement for the remaining part of the Rights Issue which is not covered by the subscription undertakings mentioned above. Thus, the Rights Issue is fully covered by subscription undertakings and guarantee agreements from current shareholders.
• Fjärde AP Fonden (”AP4”), Swedbank Robur Fonder AB (”Swedbank Robur”) and SEB Fonder (”SEB”), together holding shares representing 17.37 percent of the outstanding shares and votes in the Company, have expressed their support for the Rights Issue.
• The Board has convened an extraordinary general meeting to be held on 3 March 2023.
• The net proceeds from the Rights Issue are intended to be used to repay part of the Company’s loans in order to decrease indebtedness and to ensure investments in product development and the Company’s supply chain.

The Rights Issue

Those who are registered as shareholders in CTEK’s share register maintained by Euroclear Sweden on the record date 8 March 2023 will receive one (1) subscription right for each share held in CTEK. Five (5) subscription rights entitle to subscription for two (2) new shares in CTEK. To the extent that new shares are not subscribed for by exercise of subscription rights, they shall be allotted to shareholders and other investors who have subscribed for shares without exercise of subscription rights. As confirmation of the allotment of new shares subscribed for without exercise of subscription rights, a transfer note will be sent to subscribers on or around 28 March 2023. No notice will be sent to subscribers who have not received an allotment.

The Rights Issue, if fully subscribed, will increase CTEK’s share capital by a maximum of SEK 19,993,221 from SEK 49,983,054 to no more than SEK 69,976,275 through the issuance of no more than 19,993,221 new shares. After the Rights Issue, the number of shares in CTEK will amount to no more than 69,976,275 shares.

The subscription price has been set at SEK 17.50 per share. Provided that the Rights Issue is fully subscribed, CTEK will consequently raise approximately SEK 350 million before transaction costs.

The record date for participation in the Rights Issue is on 8 March 2023. This means that the share will be traded inclusive of the right to receive subscription rights up to and including 6 March 2023. The subscription period will run from and including 10 March 2023 up to and including 24 March 2023. Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 10 March 2023 up to and including 21 March 2023.

Shareholders who choose not to participate in the Rights Issue will have their holding diluted by a total of 19,993,221 new shares, corresponding to approximately 28.6 percent of the total number of shares in CTEK after the Rights Issue. These shareholders will have the possibility to compensate themselves financially for the dilution effect by selling their subscription rights.

Subscription undertakings, guarantee agreements and shareholder support

The Company’s largest shareholder, Latour, has undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for its pro rata share of 30.57 percent of the outstanding shares and votes in CTEK in the Rights Issue. In addition, Skirner and AMF, together holding shares representing 10.45 percent of the outstanding shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for their respective pro rata share in the Rights Issue. In addition to the subscription undertaking, Latour has entered into a guarantee agreement for the remaining part of the Rights Issue which is not covered by the subscription undertakings mentioned above. Thus, the Rights Issue is fully covered by subscription undertakings and guarantee agreements from current shareholders. AP4, Swedbank Robur and SEB, together holding shares representing 17.37 percent of the outstanding shares and votes in the Company, have expressed their support for the Rights Issue.

Extraordinary general meeting

The Rights issue is subject to approval by an extraordinary general meeting to be held on 3 March 2023. Notice for the extraordinary general meeting is available on CTEK’s website, www.ctek.com.

Prospectus and indicative timetable for the Rights Issue

The prospectus is expected to be published around 8 March 2023 and will contain complete information about the Rights Issue.

Lock-up commitments

In connection with the Rights Issue, the Company has, subject to customary exceptions, agreed to a lock-up undertaking on future share issuances for a period of 180 calendar days following the completion of the Rights Issue. Members of the Company’s Board and management have, subject to customary exceptions, agreed not to sell their shares in the Company for a period of 90 calendar days following the completion of the Rights Issue.

Advisors

In relation to the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) and Swedbank AB (publ) as Joint Global Coordinators and Joint Bookrunners. Advokatfirman Vinge KB is legal advisor in relation to the Rights Issue.

This information constitutes inside information as CTEK AB (publ) is obliged to disclose under the EU Market Abuse Regulation 596/2014. The information was provided by the contact persons below for publication 27 February 2023 at 20:00 CET.

The Board of CTEK AB (publ)

For more information, please contact:

Ola Carlsson, acting CEO and Group President

Email: ola.carlsson@ctek.com

Niklas Alm, Investor Relations

Tel: +46 708 24 40 88

Email: niklas.alm@ctek.com

About CTEK

CTEK is one of the leading global suppliers of battery chargers for various premium segment vehicles and one of Sweden's largest suppliers of chargers and accessories for electric vehicle charging. The company is defined by a strong innovation culture and works continuously to improve and develop new products to suit customer needs. CTEK was founded in 1997 in Vikmanshyttan and has sales in over 70 countries. With a history of innovation and technology leadership, the company proactively meets new customer needs by continuously evolving its product range and operations. Through its technology leadership, CTEK has established strong, long-standing customer relationships with over 50 of the world's most prestigious vehicle manufacturers. In addition to vehicle manufacturers, CTEK offers products to vehicle repair shops, distributors, retailers, charging point operators and property owners, among others.

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for selling, or a request to submit an offer to buy or acquire, shares or other securities of the Company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be exercised, offered, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the requirements of the Securities Act and in compliance with any applicable securities legislation in any state or other jurisdiction of the United States. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Forward-looking statement

Matters discussed in this announcement may constitute forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "deems", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. This applies in particular to statements relating to future results, financial position, cash flow, plans and expectations of the Company's operations and management, future growth and profitability, general economic and regulatory environment and other factors affecting the Company, many of which are based on further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or applicable law (including but not limited to accounting principles, accounting methods and tax policies), which may or may not be of importance to the Company results or its ability to operate. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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.

Potential investors should therefore not attach undue confidence to the forward-looking information herein, and potential investors are urged to read the parts of the prospectus that include a more detailed description of factors that may affect the Company's operations and the market in which the Company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and could be subject to change without notice.