LED iBond publishes prospectus for its initial public offering in Copenhagen

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

This announcement does not constitute a prospectus. No one should purchase or subscribe any securities in LED iBond International A/S (“LED iBond” or “the Company”) except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq First North Growth Market in Denmark.
      

• LED iBond offers a minimum of 3,633,721 and a maximum of 4,691,860 new shares at a price of DKK 6.88 per share in connection with a listing on Nasdaq First North Growth Market in Denmark
• The proceeds of a maximum of DKK 32.3 million (gross) are to accelerate commercial activities within the three main business areas; Smart Buildings, UV Disinfection and Vertical Farming.
• Irrevocable subscription undertakings of DKK 20.3 million (corresponding to 63 % of the offering) has been obtained from cornerstone investors.
• Offer period from 25 May to 9 June 2020.

LED iBond International A/S (”LED iBond” or ”the Company”) is a Danish technology company, founded in 2014 by CEO Rolf H. Sprunk-Jansen and CTO Lars Frederiksen. With its patented technology platform, LED iBond provides innova­tive solutions for integrating light and data, and also brings the full potential of smart lighting within commercial reach.

The technology is based on a thin aluminium composite panel (ACP), that hosts LEDs and digital components, provi­ding a range of unique design and performance features, inclu­ding unprecedented cooling of high-powered LEDs.

Protected by a comprehensive list of patents, the techno­logy platform presents a unique value proposition combining total design flexibility, full Internet of Things (IoT) integration and low total costs of ownership. Therefore, the Company is at the forefront in the emerging market of integrated lighting-and-data solutions offering:

• The slimmest light design available, only 6 mm thick
• Integration of any specialty LEDs incl. UV-C LEDs
• Full IoT integration
• No cabling for individual LEDs and IoT components
• Working temperature typically as low as 40° Celsius due to the patented heat management concept
• Service life of LEDs of more than 100,000 hours

Background for the offering
Aiming for substantial international growth, LED iBond has made detailed plans for its business development activities in coming years. The Company will continue building its inter­national sales and partner organization including strategic partnerships with leading regional distributors. Development of new business within UV disinfection light and vertical far­ming is highly prioritized areas. The Company also expects to step up product development activities, both for hard­ware and software. In addition, the Company will expand and strengthen its patent portfolio, including 8 patent generations related to the Company’s basic LED lighting panel concept and to the integration of IoT into the panel.

Use of proceeds
Through the Offering, LED iBond is expected to raise gross proceeds of minimum DKK 25 million and maximum DKK 32.3 million before deduction of transaction costs, which are estimated to appr. DKK 3.5 million. Conversion of outstan­ding debt of DKK 13.7 million is included in the gross proceeds but concerns funds already paid to the Company and thus will not form a part of the cash received from the Offering (i.e. cash proceeds). The use of cash proceeds will be allocated as follows:

• 35 - 40% - Further expansion of sales and distribution chan­nels internationally. New strategic partnerships.
• 15 - 20% - Development of new business within UV-disin­fection light and vertical farming.
• 15 - 20% - Further development, protection of existing patents and new patent applications.
• 15 - 20% - Working capital for financing the expected growth in orders and revenue.
• 5 - 10% - Further optimization of production lines and pro­cesses.

LED iBond´s product offering
For the Smart Building market, LED iBond’s flagship product is Tracy®, an innovative connected light rail concept for residen­tial, retail, hospitality and office applications. Tracy® was awar­ded the British ‘Highly Commended Interior Luminaire of the Year’ distinction at the LUX Awards in London, November 2018.

Tracy® can be used as a smart lighting solution for single homes, e.g. for the kitchens, as well as in large-scale instal­lations, such as the lighting installation at the library at the Technical University of Denmark, including a total of 3.2 kilo­meters of Tracy® rails for the 3-storey building, featuring advan­ced colour-changing light, aligning with the circadian rhythm of the human body.

In 2019 LED iBond opened a fully automated Tracy® pro­duction line with an annual capacity of 300,000 units in Farum near Copenhagen.

In addition to Tracy®, LED iBond’s product portfolio incor­porates high-end designer luminaires, as well as modular and scalable lighting solutions for a range of applications, including elevators, and upgrades of existing fixtures.

In some cases, LED iBond delivers customized solutions for larger projects, e.g. the 3,600 illuminated intelligent bookshelves recently installed at Oslo’s new municipal library, The Deichman Library. In 2019 LED iBond tendered for and won the supply of 10,000 LED inserts for the Technical University of Denmark (DTU). Later that year, LED iBond finalized a contract with Thys­senKrupp Elevators (Denmark) for the supply of LED-ceilings for elevators at Danish railway stations. The ceilings incorporate emergency light and 2-way communications and is prepared for the installation of surveillance cameras and/or sensors.

For the UV disinfection market, LED iBond offers a range of disinfection solutions, typically eliminating 99.9% of viruses and bacteria with ultraviolet light. The disinfection solutions are based on a version of Tracy® using specialized UV-C LEDs. A UV-C project within the airport industry was initiated in the spring of 2019, and it is expected to result in commercial products in Q3/Q4 2020. Furthermore, the innovative lightweight, handheld UV light device puriZAP for disinfection of various surfaces and objects, including the possibility of killing any kind of bacteria and virus, was recently launched and has rendered strong commercial interest.

For the Vertical Farming market, LED iBond has develo­ped highly specialized LED shelves for mobile racks, which combine coloured LEDs for optimal growth scenarios with a unique cooling and plant ventilation system with extended lifetime and minimal maintenance. The first products are pre­sently in testing with a Danish industry market leader.

LED iBond’s offerings in smart lighting is driven by three factors. One is the growing acceptance in the marketplace of lighting systems as part of a global IoT infrastructure. This is made possible by LED iBond’s patented technology for trans­mitting data and electric power using the aluminum compo­site panel, enabling full two-way digital control over lighting as well as any other IoT device mounted in the panel. Another is the advent of LED components for a wide range of wavel­engths, for instance enabling the disinfection of surfaces and components. The third factor is the need for more effective utilization of scarce farming areas, leading to the introduction of indoor farming solely by the use of specialized growth light.

Spin-offs
In addition to LED iBond’s core offerings, the Company is leveraging its technology platform in co-operation with spin-off partners. The first spin-off was LED Livestock ApS (spin-off completed 21 December 2018), a company specialising in productivity-enhancing smart lighting for poultry farms, fish hatcheries and milk production. LED Aviation A/S (spin-off completed 21 March 2019) and LED VirusKill A/S (spin-off completed 30 April 2020) are more recent spin-offs based on the patents covering UV-C disinfection light. New spin-off opportunities are constantly considered.

Financial objectives
The Company is operating with the following financial objectives.

• Full year positive cash flow from operations in 2021
• Revenue of DKK 100 million in 2022
• Long term EBITDA-margin of > 30%

In 2019, LED iBond generated revenues of DKK 11.8 million and a negative EBITDA of DKK 5.2 million.

Prospectus and offering material
The prospectus is available on https://www.ledibond.com and on www.vhcorp.se.

The prospectus may also be obtained by contacting LED iBond or Västra Hamnen Corporate Finance AB.

Information about the offering
Västra Hamnen Corporate Finance AB is financial advisor and Certified Advisor, and Lundgrens Advokatpartnerselskab is legal advisor to the Company. A/S Arbejdernes Landsbank acts as settlement and issuing agent, while Nordnet acts as selling agent in Sweden and Denmark.

The offering
The offering comprises a minimum of 3,633,721 and a maximum of 4,691,860 new shares.

Offer price
The offer price is DKK 6.88 per share. Brokerage commission will not be charged. Based on the offer price, LED iBond’s market capitalization is expected to amount to a maximum of DKK 87.2 million after completion of the offering.

Subscription period and submission of applications to subscribe
Applications to subscribe Offer Shares are to be submitted during the period of 25 May - 9 June 2020. Applications should be made by submitting the application form enclosed in the prospectus, which may also be found on the Company’s website. The application form must be submitted to the investor’s own account holding bank in due time to allow the investor’s own account holding bank to process and forward the application to ensure that it is in the possession of Arbejdernes Landsbank no later than 4:00 p.m. (CET) on 9 June 2020. Applications may also be submitted directly to the selling agent Nordnet no later than 11:59 p.m. (CET) on 8 June 2020. Applications are binding and cannot be altered or cancelled.

Reductions of subscriptions
In the event that the total number of Offer Shares applied for in the offering exceeds the number of Offer Shares, reductions will be made as follows:

(i) With respect to applications for amounts of up to and including DKK 299,999, reductions will be made mathema­tically. However, no individual allocations will be made for less than 600 Offer Shares.

(ii) With respect to applications for amounts of DKK 300,000 and up, individual allocations will be made

   
Subscription undertakings
2,951,032 Offer Shares will be allocated to the Corner­stone Investors that have issued irrevocable subscription under­takings for a total of DKK 20.3 million, 62.9% of the maximum Offering.

For a list of the Cornerstone Investors please refer to the table on page 5 in the pdf-version of the announcement ‘Publication of Prospectus’.

Admission to trading
The result of the offering and the final number of Offer Shares will be published on 10 June 2020. First day of trading on Nasdaq First North Growth Market in Denmark is expected to be 15 June 2020. The Company has applied for admission to trading under the symbol “LEDIBOND”. Admission to trading is conditional on Nasdaq First North Growth Market in Denmark approving the distribution of shares to investors, among other things.

It is expected that delivery against cash payment in DKK for the Offer Shares will take place on 12 June 2020 under the temporary ISIN code DK0061274446 to investors’ accounts with VP Securities A/S. The temporary ISIN code is expected to be merged into the permanent ISIN code DK0061274529 on 16 June 2020. All dealings in the Offer Shares prior to settlement of the offering will be for the account of, and at the sole risk of, the parties involved.

Conditions for completion
Completion of the Offering is conditional upon the Offe­ring not being withdrawn. The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering takes place. The Offering may also be withdrawn if Nasdaq First North Growth Market Denmark is not satisfied that there will be a sufficiently broad distribution of the Shares to investors or if, for other reasons, the Shares cannot be admitted for trading on Nasdaq First North Growth Market Denmark. Any withdrawal of the Offering will be announced imme­diately through Nasdaq First North Growth Market Denmark.

Further information
Rolf Sprunk-Jansen, CEO LED iBond International A/S
Tel. +45 2020 3005
Email: rsj@ledibond.com

Diplomvej 381, 2800 Kgs. Lyngby, Denmark

Certified Advisor
Västra Hamnen Corporate Finance AB

Per Lönn
Tel. (+46) 733 968 451
Email: per.lonn@vhcorp.se

Jungmansgatan 12, 211 11 Malmö, Sweden

Bredgade 30, 1260 Copenhagen, Denmark

    
Important information
This announcement does not constitute an offering circular. No one should purchase or subscribe for any shares in LED iBond A/S (“LED iBond” or “the Company”), except on the basis of information in the offering circular published by the Company in connection with the offering and admission of shares to trading on Nasdaq First North Growth Market in Denmark. Copies of the offering circular are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.

This announcement is not an offer to sell or a solicitation of any offer to buy any shares issued by LED iBond in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

In any member state of the European Economic Area (“EEA Member State”), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any EEA Member State, the “Prospectus Directive”), this announcement is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering circular, including qualified investors within the meaning of the Prospectus Directive.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an 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.

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. 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.

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

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