Klimator AB has carried out a directed share issue of SEK 5.8 million to a new strategic investor
The board of Directors of Klimator AB (publ) ("Klimator" or the "Company") has today, with the support of the authorization from the annual general meeting on May 13, 2022, resolved on a directed share issue of 2,900,000 shares at a subscription price of SEK 2.00 per share (the “Share issue”). The proceeds from the Share issue amount to approximately M 5.8 SEK. The Share issue has been directed to a new strategic investor, Mesta AS.
The Share issue
The Company’s board of Directors has today resolved on a directed share issue of 2,900,000 shares, at a subscription price of SEK 2.00 per share, indicating that the Company will receive SEK 5.8 million before transaction costs. The Share issue was decided with the authorization from the annual general meeting on 13 May 2022. The Share issue has been exclusively directed to Mesta AS, Norway's leading actor in road operation and maintenance. Since 2020, Mesta AS has been a recurring customer to Klimator within the business area Winter Maintenance. In December 2022, the collaboration was deepened when a four-year agreement on high-resolution road condition forecasts was entered.
The subscription price corresponds to a premium of 17,5 percent compared to the Volume-Weighted Average Price (VWAP) during the period 20 February 2023 through 3 March 2023, for Klimators shares on Nasdaq First North Growth Market. The subscription price has been determined following arm’s-length negotiations with Mesta AS and the Company based on the current share price of Klimators shares. Hence it is the Board's assessment that the subscription price reflects demand and market conditions and is therefore to be considered a fair market price.
Through the Share issue, the number of shares in the Company will increase by 25,924,751 to 28,824,751. The company's share capital increases from approximately SEK 1,296,237.55 to approximately SEK 1,441,237.55. The Share issue entails a dilution of approximately 10.1 percent of the number of shares and votes in Klimator.
Background and motive
For some time now, the Board of Directors have had the aim to strengthen the Company's ownership with new larger, and financially strong owners, as the founders and largest shareholders today have limited capacity to support the company financially. The Board considers Mesta to be a very attractive owner who also can contribute with valuable skills and experience within winter road maintenance to the Board and the company.
The Company intends to use the net proceeds from the Share issue to continue strengthening the Company's financial position, which will enable the Company to continue its successful growth journey.
Deviation from shareholder preferential right
The Company's Board has, after careful consideration, made the assessment that a new share issue with a deviation from the shareholders' preferential rights is a better alternative for the Company and the Company's shareholders rather than a rights issue and that it is in the interests of both the Company and its shareholders to carry out the Share issue. The Board's assessment is based on the fact that a directed issue enables the Company to strengthen the owner base with a strategically important owner who, with its knowledge of and interest in Klimators technology, can contribute to the Company's continued development and support the Company in the execution of its growth strategy. Furthermore, the Board assesses that a directed share issue enables the Company to acquire capital in a fast and cost and resource efficient manner. The reduced time required for the Share issue process means, among other things, a reduced exposure to price fluctuations on the stock market, that the opportunity quickly is given to benefit from current interest in the Company's share and that the Company's management can focus more rapidly on the Company's continued development. In addition, the costs of a directed share issue are considered to be lower than in a rights issue where, among other things, a guarantee consortium likely would have to be engaged. The Board's overall assessment is thus that the reasons for carrying out the Share issue motivates a deviation from the main rule that share issues must be carried out with preferential rights for the shareholders.
“To have a major road maintenance expert like Mesta enter as one of Klimators major shareholders, is indeed a quality stamp. Klimator has previously paved and lead the way within the industry, by developing research based road weather forecasts, and just like Mesta we are committed to continue the digitization of our business. Therefore, it is extra encouraging that Mesta, aside from being an innovative and appreciated customer, now also invests in Klimator and our technology.”, says Patrik Simson, CEO at Klimator.
“Mesta has a strong focus on digitization and aims to reduce environmental consequences, use resources smarter and increase quality. We know Klimators technology as a customer and want to help develop it further. Hence it would be natural to also step in on the owner’s side”, says Marianne Bergmann Røren, CEO of Mesta.
About Mesta
Mesta is Norway’s largest construction contractor in operation and maintenance of roads, railways and special projects aimed at tunnel clean-up, rock and avalanche protection and bridge maintenance. Mesta is today 100 percent owned by Norwegian State and has both public and private customers throughout the country. Public customers are in the majority, together with The Norwegian Public Roads Administration (Statens Vegvesen) and the country's regions as the largest customers. Mesta has close to 1,700 employees.
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Important information
Publication, or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and comply with such restrictions. Recipients of this press release are responsible for using this press release and the information contained herein in accordance with applicable law in each jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in the Company in any jurisdiction, either from the Company, Partner FK or anyone else.
This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in the new shares. An investment decision regarding the Issuance must be made on the basis of all publicly available information regarding the Company and the Company's shares. Such information has not been independently verified by Partner FK. The information in this press release is published as background information only and does not claim to be complete. Accordingly, an investor should not rely solely on the information in this press release or its accuracy or completeness. Partner FK acts on behalf of the Company in connection with the transaction and not on behalf of anyone else. Partner FK is not responsible to anyone other than the Company for providing the protection provided to their customers or for providing advice in connection with the transaction or in respect of anything else mentioned herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this announcement and any publicly available information. The price and value of the securities may decrease as well as increase. Achieved results do not constitute a guide for future results.
This press release does not constitute or constitute an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States without registration or exemption from (or transaction exempt from) registration under the U.S. Securities Act of 1933, as amended (“Securities Act”), and applicable state laws or to any person who is not a qualified investor purchaser (as defined in the U.S. Investment Company Act of 1940 (“Investment Company Act”)). Securities referred to herein may not be sold in circumstances that would require the Company to register under the Investment Company Act. There is no intention to register any security contemplated herein in the United States or to make a public offering of the securities in the United States. Furthermore, the Company has not been and will not be registered under the Investment Company Act. The information in this press release may not be published, published, copied or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where the publication, the publication or distribution of the information would not comply with applicable laws and regulations or would require a prospectus, registration or other measures than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129, ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any offer to the public of shares or rights in any Member State ("Member State") of the European Economic Area ("EEA") and no prospectus has been prepared or will be prepared in connection with the Issue. In each EEA Member State, this notice is directed only to “qualified investors” in that Member State as defined in the Prospectus Regulation.
In the United Kingdom, this press release, and other materials in relation to the securities described herein, are distributed and directed only to, and any investment or investment activity to which this document relates, is available only to: (i) persons with professional experience in matters which relating to investments and falling within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) under Article 43 of the Order or companies and other high net worth persons to whom it may lawfully be communicated covered by Article 49(2) (a) (d) of the Order, or to other persons to whom it may otherwise lawfully be communicated in pursuant to an exemption from Article 21(1) of the UK Financial Services and Markets Act 2000 or otherwise in circumstances where it does not apply (all such persons together being "relevant persons"). In the UK, any investment, or investments to which this notice relates are only available to and will only involve relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it. This press release is not a prospectus under Regulation (EU) 2017/1129 which is part of UK legislation through the European Union (Withdrawal) Act 2018) (the “UK Prospectus Regulation”).
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 rule book for issuers.
This disclosure contains information that Klimator is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 06-03-2023 11:15 CET.
For further information
Patrik Simson, CEO of Klimator AB
E-mail: patrik.simson@klimator.se
Phone: +46 (0) 70 283 77 65
Partner Fondkommission AB (phone 0046 31 761 22 30, www.partnerfk.se) is the company’s Certified Adviser on Nasdaq First North Growth Market.
About Klimator
Klimator AB is a publicly listed software company with over 30 years of research in applied road climatology. Klimator has two innovations – the data platform Road Condition Data (RCD), providing predictive high precision road weather information, and the sensor fusion solution AHEAD providing real-time detective road weather information. With these innovations, Klimator provides precise and reliable road weather information to the winter maintenance and the automotive industries creating safer roads and enabling scalable autonomous driving (AD) and intelligent driver support systems (ADAS). In 2020, Klimator acquired HedeDanmark's business operations within connected sensors to broaden and strengthen Klimator's product portfolio.
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