C2SAT CARRIES OUT A NEW SHARE ISSUE WITH PREFERENTIAL RIGHT OF APPROXIMATELY SEK 30 MILLION
(NGM:C2ST)
STOCKHOLM, SWEDEN, 17 December 2008 – C2SAT's (NGM Stock Exchange, C2ST) board of directors has today – with the authorisation of the EGM on 24 November 2008 – decided to carry out a new issue of shares with preferential rights for shareholders of approximately SEK 30 million.
• Two (2) existing shares entitle the holder to subscribe for one (1) new share. The subscription price is set at SEK 0.25 per share. The subscription period runs between 7 January 2009 until 23 January 2009
• One (1) subscribed and allotted share in the preferential issue is accompanied by one (1) warrant, free of charge. The subscription price for new shares subscribed for by exercising warrants is set at SEK 0.40 per share and the subscription period for subscription of new shares by exercising warrants runs between 15 June 2009 until 30 June 2009
• The new share issue is guaranteed up to 100 per cent through subscription undertakings from existing shareholders and through issue guarantees
• If the new issue of shares is fully subscribed for, C2SAT will receive approximately SEK 30 million before issue costs and an additional SEK 47 million (approx.) if the warrants are fully exercised
New share issue in C2SAT
The board of directors of C2SAT holding AB (publ) (”C2SAT”) have today, 17 December 2008, decided to carry out a new share issue with preferential rights for the company's shareholders comprising a total of 118,319,874 shares, and accompanying warrants. The resolution was passed by C2SAT's board of directors pursuant to the authorisation of the extraordinary shareholders' meeting on 24 November 2008.
The company's shareholders will, for two (2) existing shares in C2SAT, have the right to subscribe for one (1) new share at the subscription price of SEK 0.25 per share. For every subscribed and allotted share, one (1) warrant will be allotted, free of charge. The subscription price for new shares subscribed for by exercising warrants is set at SEK 0.40 and the subscription period for the new shares runs between 15 June 2009 until
30 June 2009. If fully subscribed, the new share issue will increase C2SAT's share capital from SEK 30 763 167,24 to SEK 46 144 750,86 and the total number of shares will increase from
236 639 748 to 354 959 622. C2SAT will receive approximately SEK 30 million before issue costs if the issue of shares is fully subscribed for. Thereto, the warrants, if fully exercised, will increase C2SAT's share capital by an additional SEK 15 381 583,62 and the number of shares will increase by 118 319 874. The company therefore stands to receive a maximum of approximately 47 SEK million.
Background and motivation in brief
C2SAT develops, produces and markets stabilised antenna systems for marine and land-based use which enable broadband communication under dynamic conditions. The products are the result of eight years' development work, where C2SAT's antenna has been refined in a series of prototypes that are now ready for mass production. The hard work that the staff has put in has resulted in a series of ongoing tests and evaluations by customers who foresee a large demand for the company's antenna systems. In the autumn, the company also concluded a frame agreement with SeaNet Maritime Communications AB (”SeaNet”) for the delivery of 60 antennae, of which the first two are for test installations. Provided that SeaNet is satisfied with the two test antennae, and that there is a demand, the purchase of the other antennae will go ahead.
C2SAT is in a position where the substantial value in the company's products and market presence that have been built up are on the verge of bearing fruit. In the meantime, the company needs to secure its financial sustainability and freedom to operate. This is the background of the board of directors' conclusion that an additional raising of capital through a new share issue with preferential rights for the company's existing shareholders is the best alternative for the shareholders.
Commitments from larger shareholders and issue guarantee
The new share issue is guaranteed up to 100 per cent through a combination of subscription undertakings from shareholders and issue guarantees.
Time plan:
Events are expected to proceed according to the following dates:
• Last day of trading in the C2SAT share including the right to take part in the new share issue is 19 December 2008
• The record day for taking part in the new share issue is 29 December 2008
• The prospectus for the new share issue will be published on 19 December 2008
• The subscription period runs between 7 January and 23 January 2009
• Trading with subscription rights will take place between 7 January and 20 January 2009
Mangold Fondkommission is the financial adviser to C2SAT in the transaction.
Capital structure
The table below shows the Group's cash and bank balance and current investments as at 31 October 2008. The information below has not been reviewed or examined by the Company's auditors.
C2SAT's current liabilities totalled SEK 22.2 million as at 31 October 2008 and consisted of an overdraft facility of SEK 5.0 million, a loan from Gästrike Invest AB of SEK 10.0 million and by non-interest-bearing liabilities of SEK 6.6 million. The conditions of the overdraft facility of 5.0 SEK million will be negotiated on 31 December 2008. On the same date the company's long-term liabilities were SEK 4.9 million. C2SAT's shareholders' equity as at 31 October was SEK 147.3 million excluding loss carried forward and the liquid assets including the unutilised overdraft facility was SEK 2.3 million. The company's net indebtedness as at 31 October 2008 was SEK 14.0 million.
(For table see attached file)
For more information, please contact:
Göte Emtander, Chairman of the Board C2SAT holding AB (publ)
Tel: +46 8 748 01 40
This is a translation of the Swedish version of the press release. In case of any discrepancies, the Swedish version shall prevail.
This press release may not, either directly or indirectly, be announced, published or distributed in or to the USA, Australia, Japan, New Zealand, South Africa or Canada or any other country where such an action would be either fully or partially subject to legal restrictions. This press release does not constitute an offer to purchase, subscribe to or in any other way trade with securities in C2SAT. The offer is not intended for people whose participation requires further prospectus, registration or other measures than those required by Swedish law. None of the securities in C2SAT will be registered in accordance with the United States Securities Act of 1933, nor any equivalent law in any state in the USA or applicable law in any other country.