LumenRadio publishes prospectus for its initial public offering on Nasdaq First North Growth Market

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LumenRadio AB (publ) (”LumenRadio” or ”the Company”), announced on 16 November 2022 the intention to list the Company’s shares on Nasdaq First North Growth Market (the “Listing” or the “Offer”). The prospectus for the Offer has today been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company's website. The first trading day for the Company’s shares on the Nasdaq First North Growth Market is expected to be Thursday 8 December 2022 provided that customary terms are fulfilled, among them the distribution requirement for the Company’s shares.

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.

The Offer in brief

• The Offer will be conducted at a fixed price of SEK 48 per share, corresponding to a market value for the Company's shares of approximately SEK 544 million before the Offer and approximately SEK 594 million after the completion of the Offer
• The Offer comprises of up to 5,742,754 shares, of which up to 1,041,667 newly issued shares offered by the Company and up to 4,701,087 existing shares offered by Latour Industries AB, Chalmers Innovation Seed Fund AB, Chalmers Ventures AB, Almi Invest AB, and ALMI Invest Västsverige AB ("Selling Shareholders"). The newly issued shares are expected to provide the Company with approximately SEK 50 million before deductions for transaction costs related to the Offer. The company intends to use the net proceeds for positioning the Company for future organic growth as well as acquisitions
• To cover any over-allotment in the Offer, Latour Industries AB and Almi Invest AB have granted an over-allotment option to Skandinaviska Enskilda Banken AB (“SEB”) to acquire a maximum of 861 413 existing shares, corresponding to 15 per cent of the number of shares in the Offering (“Over-Allotment Option”). Provided that the Over-Allotment Option is fully exercised, the Offer comprises up to 6 604 167 shares, which corresponds to 53.5 per cent of the shares in LumenRadio after the completion of the Offer
• The total value of the Offer amounts to approximately SEK 276 million (and approximately SEK 317 million if the Offer is fully subscribed and the Over-Allotment Option is fully exercised)
• AB Grenspecialisten, Andra AP-fonden, Creades AB (publ) through a capital insurance (Sw: kapitalgörsäkring), Fjärde AP-fonden, and Handelsbanken Fonder have undertaken to acquire shares in the Offer corresponding to a total value of SEK 215 million, corresponding to approximately 67.8 per cent of the Offer provided that the Offer is fully subscribed and that the Over-allotment Option is fully exercised
• Board member Nicolas Hassbjer, CoB Magnus Terrvik, CEO Alexander Hellström and CFO Magnus Holm intend to acquire additional shares in the Offering corresponding to a total value at least SEK six (6) million
• The Company, Selling Shareholders (regarding potential shares they hold after the completion of the Offer), members of the board of directors and the executive management team will enter into customary lock-up commitments in favour of SEB for a period of (i) 180 days from the first day of trading regarding the Company’s lock-up commitment, and (ii) 360 days from the first day of trading regarding the lock-up commitments from the Selling Shareholders (regarding potential shares they hold after the completion of the Offer), members of the board of directors and the executive management team. In addition, certain other shareholders intend to enter into lock-up commitments of 360 days from the first day of trading
• The shares are intended to be offered to qualified and institutional investors in Sweden and abroad as well as to the public in Sweden. The Offer to institutional investors will only be directed to certain institutional investors outside the US in accordance with Regulation S
• The application period for the public in Sweden is expected to take place between 29 November and 6 December 2022. The application period for institutional investors is expected to take place between 29 November and 7 December, 2022
• Full terms, conditions and instructions for the Offer are included in the prospectus that the Company has established for the Listing and which today has been approved by the Swedish Financial Supervisory Authority and is now available on the Company's website (Investors | LumenRadio), SEB's website (www.sebgroup.com/prospectuses) and Avanza's website (www.avanza.se)
• Estimated first day of trading on Nasdaq First North Growth Market for LumenRadio’s shares is Thursday 8 December 2022 under the ticker "LUMEN"

CEO Alexander Hellström comment:     

”Today we take the next step on our continued growth journey. Based on LumenRadio’s proprietary and patented technology for reliable wireless communication, we have built a strong customer base and are now accelerating our expansion on a growing market. We are looking forward to doing that with a large number of new shareholders onboard.”

Chairman of the Board Magnus Terrvik comment:

”LumenRadio has built an impressive business under CEO Alexander Hellström’s leadership. I am proud to have been a part of the company’s strong development during the past twelve years. The listing is both proof on how far the company has gotten so far and an important next step in the work to reach our ambitious goals in the future.”

About LumenRadio

LumenRadio is a Swedish technology company offering reliable wireless product-to-product connections for business-critical IoT applications. Our scalable solutions build on patented wireless technology for lighting control, building automation and industrial communication. We have a zero vision when it comes to cables, and offer our customers a wireless alternative that works as well as the traditional cable – or better. With headquarter in Gothenburg and sales offices in Germany and US, our around 60 passionate employees deliver every day – Wireless Without Worries.

Background for the Offer

The Company’s Board of Directors and management consider that the Offer and Listing of the Company’s shares are a logical and important next step in LumenRadio’s continued development and that it will continue to which will further increase awareness of the Company and its operations among existing and potential customers, suppliers and employees. The Offer and the Listing will provide the Company with a broader base of new shareholders and access to the Swedish and international capital markets, which are expected to contribute positively to the Company’s continued development and growth.

Prospectus and application

The prospectus with full terms and conditions for the Offer has today been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company's website (Investors | LumenRadio). The prospectus is also published on SEB's website for prospectuses (www. sebgroup.com/prospectuses) and Avanza's website (www.avanza.se). Registration can be made via the internet platform at SEB and Avanza.

Preliminary timetable

• Application period for the general public in Sweden: 29 November - 6 December 2022
• Application period for institutional investors: 29 November – 7 December 2022
• First trading day at First North Growth Market: 8 December 2022
• Settlement date: 12 December 2022

Stabilisation measures

SEB may, in its role as stabilisation manager, in connection with the Offer, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Growth Market, in the OTC market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter. However, SEB has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offer.

The Over-Allotment Option may be utilised to over-allot shares in order to facilitate any stabilisation transaction. The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. SEB must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, SEB will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

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

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.

Any offering of the securities referred to in this announcement will be 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.