The Board of Directors of Heliospectra has resolved on a fully secured rights issue of approximately SEK 25.6 million, conditional on the approval of the extraordinary general meeting

Gothenburg, Sweden, January 23, at 14:40 CET

The Board of Directors of Heliospectra AB (publ) (“Heliospectra” or the “Company”) has today, conditional on the approval of an extraordinary general meeting, resolved on a rights issue of new shares of approximately SEK 25.63 million before deduction of transactions costs (the ”Rights Issue”). The subscription price has been set to SEK 0.21 per share. Those who on the record date are registered as shareholders in Heliospectra have, for each (1) existing share, preferential rights to subscribe for one (1) new share in the Rights Issue. The Company has received subscription commitment from Weland Stål AB amounting to approximately SEK 12.21 million, corresponding to approximately 47.63 percent of the Rights Issue. In addition, Weland Stål AB has entered into a guarantee agreement with the Company of approximately SEK 13.42 million, which secures the Rights Issue to 100 percent. Notice to the extraordinary general meeting to resolve on the approval of the Rights Issue, which will be held on 12 February 2025, will be announced through a separate press release.

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Summary

• The Board of Directors of Heliospectra has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting.
• The extraordinary general meeting will be held on 12 February 2025 and the notice will be published through a separate press release.
• If the Rights Issue is fully subscribed, the Company will receive approximately SEK 25.6 million before deduction of transaction costs.
• The subscription price is SEK 0.21 per share.
• Those who on the record date 17 February 2025 are registered as shareholders in Heliospectra will receive one (1) subscription right for each (1) share held.
• One (1) subscription right entitle to subscription for one (1) new share.
• The subscription period in the Rights Issue runs from and including 19 February 2025, up to and including 5 March 2025.
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 50.0 percent.
• The subscription undertakings from Weland Stål AB amount to approximately SEK 12.21 million, corresponding to approximately 47.63 percent of the Rights Issue. In addition, the Company has received guarantee commitment from Weland Stål AB amounting to approximately SEK 13.42 million, which corresponds to 52.37 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertakings and guarantee commitments to 100 percent of the Rights Issue.

Background and reasons

Heliospectra has now successfully finalised the Company’s product portfolio with focus on Agtech and greenhouse market, marking an important milestone for the Company. This makes Heliospectra ready to take the next step and focus on establishing the Company as a leading player in the industry. To achieve this, increased investment in commercial activities such as marketing and sales is required. The Company’s motivation is to create a strong market position and drive growth for the Company’s products and solutions.

If the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 25.6 million before deduction of transaction costs. The proceeds from the Rights Issue will primarily be used to support Heliospectra’s commercial initiatives. This includes strategic investments in marketing campaigns, expansion of the Company’s sales team, and strengthening the Company’s presence in prioritised markets. In addition, part of the capital will be used to optimise the Company’s operational processes and ensure that the Company can meet the increased demand from customers.

“Weland has had the privilege of following Heliospectra’s journey and development over time. We are impressed with the strategic changes and direction that have been implemented by Bonny and the team, as well as the progress that the company has achieved, particularly in reshaping the product portfolio in the Agtech and greenhouse markets. At the same time, the company has maintained the quality and innovation that we associate with them. By guaranteeing the rights issue, we want to show our continued support and strong belief in the company’s future potential and long-term success.” says Staffan Gunnarsson, CEO and board member of Weland Stål AB.

Extraordinary general meeting

Through a separate press release, the Company will convene an extraordinary general meeting to be held on 12 February 2025 to approve the Rights Issue.

The Rights Issue

Shareholders who are registered in the share register in Heliospectra on the record date on 17 February 2025 will receive one (1) subscription right for each (1) share held in the Company. One (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is SEK 0.21 per share, which means that Heliospectra will receive gross proceeds of approximately SEK 25.63 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights.

Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Heliospectra will increase by 122,037,585, from 122,037,585 to 244,075,170, and the share capital will increase by a maximum of SEK 500,000, from SEK 500,000 to SEK 1,000,000.

Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to 50 percent. These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.

The last day of trading in Heliospectra’s shares including the right to receive subscription rights in the Rights Issue is 13 February 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 14 February 2025. The subscription period, with or without the support of share rights, runs from and including 19 February 2025 up to and including 5 March 2025. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 19 February 2025 up to and including 28 February 2025 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 19 February 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office.

Subscription undertakings and guarantee commitments

Heliospectra has received subscription undertaking from Weland Stål AB amounting to a total of approximately SEK 12.21 million, corresponding to approximately 47.63 percent of the Rights Issue. Furthermore, the Company has entered into an agreement on guaranteed commitment with Weland Stål AB on what the Company considers to be customary and market terms. The guaranteed commitment amounts to a total of SEK 13.42 million, corresponding to approximately 52.37 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertaking and guarantees commitment to 100 percent of the Rights Issue. Neither the subscription nor the guarantee commitment is secured by bank guarantees, escrow funds, pledges or similar arrangements.

The guaranteed commitment is subject to a guarantee compensation, adapted to the prevailing market condition, of SEK 990 thousand in cash compensation. The compensation corresponds to approximately 7.4 percent of the guaranteed amount. No commission is paid for the subscription undertaking (which relate to subscription for the Weland Group’s entire holding in the Company).

Indicative time plan

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

Advisers

MAQS Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue and Aqurat Fondkommission AB is issuing agent in the Rights Issue.

This information is such which Heliospectra AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 14:40 CET on January 23, 2025.

For More Information:

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

http://www.heliospectra.com

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 by law. 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 to sell or an offer, or the solicitation of an offer, to acquire or subscribe for shares or other securities issued by the Company, neither by the Company or anyone else, in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Rights Issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.

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 the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Switzerland, Singapore, South Africa, South Korea, 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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. The information contained in this announcement is for background purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Any investment decision to acquire or subscribe for shares in connection with the Rights Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any 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 Nasdaq First North Growth Market’s rule book for issuers.