The board of directors in Heliospectra resolves on a partially secured rights issue of approximately SEK 26.2 million

Gothenburg, Sweden, March 13, 2023, at 21:05

The board of directors in Heliospectra AB ("Heliospectra" or the "Company") has today resolved to carry out a partially secured rights issue of shares of approximately SEK 26.2 million (the "Rights Issue"). The subscription price has been set to SEK 1.39 per share. Those who on the record date are registered as shareholders in Heliospectra receive one (1) subscription right in the Rights Issue for each share owned on the record date. Seventeen (17) subscription rights grant in its turn the right to subscribe for three (3) newly issued shares in the Rights Issue. The Company has received subscription commitments from the four largest shareholders in the Company, Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB (the ”Main Owners”), corresponding to their pro rata stakes in the Rights Issue, corresponding to a total of approximately SEK 20.1 million, equalling approximately 76.8 percent of the Rights Issue.

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Summary

• The board of directors in Heliospectra has today resolved to carry out the Rights Issue.

• The net proceeds from the Rights Issue are intended to be used to launch the company's new smart lighting system on the European market, expand the company's sales and application team in western Europe, and complete strategic innovation projects.

• Upon full subscription in the Rights Issue, Heliospectra will receive approximately SEK 26.2 million.
   
• The subscription price in the Rights Issue is set to SEK 1.39 per share. The subscription price has been determined to the average price of the rights issues carried out by the Company during 2022 and entails a premium of approximately 15.4 percent in relation to the volume-weighted average price of the Company´s share during the ten trading days from 27 February 2023 up to and including 10 March 2023.
   
• Shareholders in Heliospectra on the record date of 21 March 2023 have preferential rights to subscribe for new shares in the Rights Issue.
   
• One (1) existing share in the Company entitles the holder to one (1) subscription right. Seventeen (17) subscription rights entitle for subscription of three (3) new shares.
   
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 15 percent, but have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights.
   
• The subscription period in the Rights Issue is expected to take place from 23 March 2023 up to and including 6 April 2023.
   
• The four main owners in the Company, Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB have entered into subscription commitments which amounts to approximately SEK 20.1 million in total, corresponding to approximately 76.8 percent of the Rights Issue.
   
• Prior to the start of the subscription period, the Company intends to publish an information memorandum.

Background and motif

In 2022, Heliospectra shifted its focus and strategy to become a producer of smart LED lighting primarily for the European greenhouse market and through resellers in North America. In line with that strategy, the Company completed several innovation projects throughout the year, including an updated version of the light control system helioCORE™, the wireless connector Adelphi, the company's new commercial LED lighting platform MITRA, and during the first quarter of 2023 the Company launched the MITRA Flex with a flexible far-red spectrum. The new wireless system solution offers significant benefits to growers, including increased quality, decreased production time, and considerable energy savings. Growers can reduce their energy costs by up to 30% on top of the 35% already saved by switching to LED from old high-pressure sodium (HPS) lights.

During the first quarter of 2023, the Company has begun to launch and introduce the new smart lighting system and product portfolio on the market. The capital from the rights issue will go towards launching the new system solution on the European market and expanding the company's sales and application team in Western Europe. In addition, part of the capital will also cover strategic innovation projects such as the further development of the company's fully controllable lighting platforms ELIXIA and DYNA, which have long been market leaders in the Agtech market.

The Rights Issue

Those who on the record date, 21 March 2023, are registered in the share register of Heliospectra as shareholders will receive one (1) subscription right for each share held in the Company. Seventeen (17) subscription rights entitle the holder to subscription of three (3) new shares. In addition, investors are offered to subscribe for shares without subscription rights. The subscription price is SEK 1.39 per share, which means that Heliospectra will receive proceeds of approximately SEK 26.2 million, provided that the Rights Issue is fully subscribed.

Provided that the Rights Issue is fully subscribed, the number of shares in Heliospectra will increase by 18,802,848 from 106,549,474 to 125,352,322, and the share capital will increase by a maximum of SEK 1,880,284.80, from SEK 10,654,947.40 to SEK 12,535,232.20. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 15 percent through the Rights Issue (based on the total outstanding shares after the Rights Issue). These shareholders however can compensate themselves financially for the dilution effect by selling their subscription rights received.

Subscription- and guarantee commitments

Heliospectra has received subscription commitments from Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB, amounting to a total of approximately SEK 20.1 million, corresponding to approximately 76.8 percent of the Rights Issue. The commitments are equal to the Main Owners’ pro rata stake in the Rights Issue. The subscription commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. No remuneration is paid for the subscription commitments. 

Indicative time plan

The following time plan for the Rights Issue is preliminary and subject to change.

Advisers

MAQS Advokatbyrå is legal adviser to the Company in connection with the Rights Issue and Nordic Issuing AB acts as issue institute.

For More Information:

Rebecca Nordin, Head of IR at Heliospectra | +46 (0)72 536 8116 | ir@heliospectra.com

http://www.heliospectra.com

This information is such information that Heliospectra AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted, through the agency of the contact person above, for publication on 13 March 2023, 21:05 CET.

Heliospectra AB (publ) (Nasdaq First North Growth Market: HELIO) was founded in 2006 in Sweden by plant scientists and biologists with one vision – to make crop production more intelligent and resource-efficient. Today, with customers across six continents, Heliospectra is the global leader in innovative horticulture lighting technology, custom light control systems and specialized services for greenhouse and controlled plant growth environments. Designed by growers for growers, Heliospectra builds customized LED lighting strategies and controls to automate production schedules, forecast yields and monitor crop health and performance with real-time data and response, to deliver the light plants love and the consistent results growers need. 

For more information, please visit https://www.heliospectra.com.  

Company HELIO is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser.  
 

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only for the purpose of describing the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given as to the information in this press release regarding its accuracy or completeness. This press release does not constitute or form part of an offer or solicitation 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 US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Hong Kong, Japan, Canada, New Zeeland, Russia, Switzerland, Singapore, South Africa, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and goals for the Company's future operations, financial situation, liquidity, earnings, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified with words such as "believe", "expect", "anticipate", "refer", "can", "plan", "appreciate", "will", "should", "could ", "aim", or "maybe" or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any guarantees that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or results may differ significantly from those set forth in the forward-looking statements which are the result of many factors. Such risks, uncertainties, unforeseen events, and other significant factors may cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not guarantee that the assumptions behind the forward-looking statements in this press release are free from errors and each reader should not place any excessive dependence on the forward-looking statements in this press release. The information, opinions and forward-looking statements in this press release relate only to the situation at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publish any revisions of forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or by Nasdaq First North Growth Market's regulations for issuers.