Exercise of the over-allotment option in LumenRadio and end of stabilisation period in advance

NOT FOR PUBLICATION, DISTRIBUTION, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR OTHER COUNTRY IN WHICH SUCH PUBLICATION, DISTRIBUTION, OR MESSAGE WOULD BE ILLEGAL OR REQUIRE REGISTRATION OR OTHER MEASURES. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Skandinaviska Enskilda Banken AB (”SEB”) exercises the over-allotment option in full regarding 861,413 shares in LumenRadio AB (publ) (”LumenRadio” or ”Company”). The stabilisation period has now ended in advance, and no stabilisation measures have or will be conducted.

• As announced on November 28, 2022, in connection with the offering to subscribe for shares in LumenRadio and the listing of the Company’s shares on Nasdaq First North Growth Market (the "Offering"), SEB has in its role as stabilisation manager, had the possibility to conduct transactions in the Company’s share to maintain the market price for the shares at a level above that which might otherwise prevail in the open market.

• To cover any over-allotment in the Offering, Latour Industries AB and Almi Invest AB granted an over-allotment option to SEB to acquire a maximum of 861,413 existing shares, corresponding to 15 per cent of the number of shares in the Offering.                         
   
• No stabilisation activities have been carried out since the listing on December 8, 2022, and due to the Company’s share price performance SEB has decided to fully exercise the over-allotment option and end the stabilisation period in advance.    
   

About LumenRadio

LumenRadio is a Gothenburg based technology company focusing on developing and selling reliable wireless product-to-product connections for business-critical applications within the Internet of Things (“IoT”). LumenRadio offers scalable solutions that build on proprietary and patented technology for future-proof wireless data transfer on open frequency bands, replacing traditional cables for control and automation. The Company has around 60 employees and is headquartered in Gothenburg, with two small sales offices in Frankfurt and Boston. Between the period 1 January 2022 – 30 September 2022, the Company’s net sales have amounted to SEK 144 million, corresponding to 65 per cent growth compared to the previous year. During the same period, the EBITDA margin amounted to 24 per cent and the gross margin to 61 percent.

LumenRadio operates through two different business areas: Lighting & Smart Cities (L&SC) as well as Building & Industrial Control Systems (B&ICS). The Company has long-term, solid experience of lighting control in major events, and LumenRadio’s customers have historically mainly consisted of companies that are established within professional lighting. In recent years, the Company has also strengthened its position within building automation as well as solutions for industrial communication. In 2021, the Company achieved sales of approximately SEK 125 million, where the L&SC business area accounted for 77 per cent of sales.

A significant share of LumenRadio’s revenues come from sales to OEMS through so called design wins. This means that the customer integrates LumenRadio’s technology in its products in the form of radio modules or software, generating license revenues for LumenRadio throughout the product’s life cycle.

Advisors

SEB is acting as Sole Global Coordinator and Bookrunner in connection with the Offering. Advokatfirman Vinge KB is acting as legal advisor to LumenRadio, and Advokatfirman Cederquist KB is acting as legal advisor to SEB. In connection with the Offering, SEB and Avanza Bank AB (publ) are acting as Retail Distributors.

FNCA Sweden AB is appointed as the Company’s Certified Adviser and can be reached at telephone: +46 (0) 8 528 00 399 and e-mail: info@fnca.se.

For additional information, please contact:

Alexander Hellström, CEO     
Phone: +46 (0)70 377 24 15  
Email: alexander.hellstrom@lumenradio.com

Susanne Gerdin, Communications & Marketing Director
Phone: +46 (0)70 723 09 30
Email: susanne.gerdin@lumenradio.com

This is information that LumenRadio 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 persons set out above, on 16 December 2022 at 08:35 CET.

Important information

This announcement is not and does not form a part of any offer or invitation to acquire or subscribe for any securities in LumenRadio.

This announcement is not issued to and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or any other measures. This announcement does not constitute an offer for sale or purchase of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

The securities described herein have also not been and will not be registered under the applicable securities laws of the United States, Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in the United States, Australia, Canada or Japan. There will be no public offering of the securities described herein in the United States, Australia, Canada or Japan.

The offering of the securities referred to in this announcement has been made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations) and, with respect to the United Kingdom, the regulation implemented as domestic law in the United Kingdom through the European Union (Withdrawal) Act 2018 (the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden and the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that Member State and the United Kingdom within the meaning of the Prospectus Regulation (as applicable), i.e., only to investors who can receive any offering without an approved prospectus in such EEA Member State or the United Kingdom.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as “Relevant Persons”). The shares are only available for, and any invitation or offer or agreement to subscribe, acquire or in any other way obtain such securities is only available to Relevant Persons. This communication must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release 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. The Company does not undertake any obligation to review, update, confirm or 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 announcement.

In connection with the offer or sale of securities referred to herein, SEB may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by SEB and/or its subsidiary in accordance with all applicable laws and rules.