SaltX announces outcome of the rights issue
SaltX Technology Holding AB (publ) (“SaltX” or the “Company”) hereby announces the outcome of the Company’s rights issue of class B shares with preferential rights for the Company’s existing shareholders, which was announced on 30 August 2023 (the “Rights Issue”). The outcome of the Rights Issue shows that 29,146,746 new class B shares, corresponding to approximately 80.2 percent of the Rights Issue, were subscribed for with the support of subscription rights. Additionally, applications for subscription of 13,934,248 new class B shares without the support of subscription rights have been submitted, corresponding to approximately 38.4 percent of the Rights Issue. Together, subscriptions with the support of subscription rights and applications for subscription without the support of subscription rights correspond to approximately 118.6 percent of the offered shares in the Rights Issue. Thus, the Rights Issue is fully subscribed and no guarantee commitments will be called upon. As a result of the Rights Issue, SaltX will receive proceeds amounting to approximately SEK 69.0 million before deduction of costs attributable to the Rights Issue.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on 25 September 2023. The outcome of the Rights Issue shows that 29,146,746 class B shares, corresponding to approximately 80.2 percent of the offered shares, have been subscribed for with the support of subscription rights. In addition, 13,934,248 class B shares have been subscribed for without the support of subscription rights, corresponding to approximately 38.4 percent of the offered shares. A total of 7,183,953 class B shares, corresponding to approximately 19.8 percent of the offered shares, have been allotted to individuals who have applied for subscription of class B shares without the support of subscription rights. Together, subscriptions for class B shares with the support of subscription rights and subscriptions for class B shares without the support of subscription rights correspond to approximately 118.6 percent of the offered shares in the Rights Issue. Thus, the Rights Issue is fully subscribed and no guarantee commitments will be called upon. As a result of the Rights Issue, SaltX will receive proceeds amounting to approximately SEK 69.0 million before deduction of costs attributable to the Rights Issue.
Allotment of shares subscribed for without the support of subscription rights
Allotment of class B shares subscribed for without the support of subscription rights has taken place in accordance with the principles set out in the prospectus, published by the Company on 7 September 2023, due to the Rights Issue (the “Prospectus”). Notification of such allotment is announced separately through distribution of settlement notes. Subscribed and allotted shares shall be paid in cash in accordance with the instructions in the settlement note. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Shares, share capital and dilution
Through the Rights Issue, the total number of shares in the Company increases by 36,330,699, from 121,102,334 shares to 157,433,033 shares, and the share capital increases by SEK 2,906,455.92, from SEK 9,688,186.72 to SEK 12,594,642.64. This corresponds to a dilution of approximately 23.1 percent of the total number of shares and votes in the Company. The company has not issued any class A shares.
Paid subscribed share (BTA)
Trading in paid subscribed shares (BTA) takes place on Nasdaq First North Premier Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading with paid subscribed shares (BTA) is expected to be 9 October 2023.
Compensation to guarantors
In connection with the Rights Issue, the Company has received guarantee commitments from Industrifonden, SMA Mineral AB and Knil AB (Martin Julander). For the guarantee commitments, a guarantee commission of 14 percent of the guaranteed amount will be paid in the form of newly issued class B shares in the Company, at a subscription price of SEK 1.90 per share, which corresponds to the subscription price per share in the Rights Issue. The guarantee commission and the subscription price have been determined through negotiations at arm’s length between the Company and the parties providing the guarantee commitments. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect prevailing market conditions.
In total, 2,843,683 class B shares will therefore be issued as compensation to guarantors, corresponding to a dilution of approximately 1.8 percent of the total number of shares and votes in the Company (based on the number of shares in the Company after the Rights Issue). A resolution on the issue of class B shares to the guarantors will be made by the Company’s Board of Directors based on the authorisation from the Annual General Meeting on 25 April 2023. Information about a resolution to issue class B shares to guarantors will be announced by press release.
Advisors
ABG Sundal Collier AB acts as financial advisor and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to SaltX in connection with the Rights Issue. Nordic Issuing acts as issuing agent in connection with the Rights Issue.
For more information, please contact:
Carl-Johan Linér, CEO
+46 70 532 08 08
cj.liner@saltxtechnology.com
Harald Bauer, CFO
+46 70 810 80 34
harald.bauer@saltxtechnology.com
About SaltX
SaltX Technology is a Swedish Greentech company that develops and markets sustainable technology that benefits customers, the climate, and society. The company operates in large-scale energy storage solutions and electrification technology for mainly the lime and cement industry. SaltX Technology's share is listed on the Nasdaq First North Premier Growth Market. For more information, visit www.saltxtechnology.com.
FNCA Sweden AB, +46 8-528 00 399, info@fnca.se, is SaltX Technology's Certified Advisor.
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed shares, subscription rights or other securities in SaltX in any jurisdiction. An invitation to eligible persons to subscribe for shares in SaltX has only been made through the Prospectus.
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law.
This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No shares, subscribed shares, subscription rights or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA, and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.
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.
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” (within the meaning of the United Kingdom’s version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom’s law by virtue of the European Union (Withdrawal) Act 2018) 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 press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in Securities. Any investment decision to acquire or subscribe for Securities in connection with the Rights Issue must be made only on the basis of the Prospectus published in connection with the Rights Issue.
Matters discussed in this press release 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 press 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 the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.