Smoltek's rights issue was subscribed to 86.4 percent without the use of underwriting commitments and the company receives SEK 22.4 million
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Smoltek Nanotech Holding AB (publ) ("Smoltek" or the "Company") announced on June 17, 2024, the preliminary outcome of the Company's rights issue of shares, amounting to a maximum of approximately SEK 26.0 million, as decided by the Board of Directors on May 22, 2024, supported by the authorization from the Annual General Meeting on May 14, 2024 (the "Rights Issue"). The final outcome shows that the Rights Issue has been subscribed to a total of 86.4 percent, with approximately 66.8 percent subscribed with subscription rights and approximately 19.6 percent subscribed without subscription rights. This means that a total of 49,853,180 shares have been subscribed in the Rights Issue. Consequently, no underwriting commitments will be utilized in the Rights Issue. Therefore, the previously communicated minimum level of approximately 49.4 percent for the Rights Issue has been reaches. Through the Rights Issue, the Company will receive approximately SEK 22.4 million before issue costs.
Comment from Håkan Persson, CEO of Smoltek Nanotech Holding AB
The management, together with the board, are very pleased to announce that the outcome of the rights issue which were very good given the current market conditions, and that underwriting commitments have therefore not needed to be utilized. The proceeds from the rights issue provide us with the right conditions to continue the bidding process we have previously communicated, as well as for continued value-creating technology development. I would like to extend a big thank you to both existing shareholders and at the same time welcome new shareholders who have chosen to participate and support us on the continued journey.
Final outcome in the Rights Issue
The subscription period for the Rights Issue ended on June 17, 2024. The final outcome shows that a total of 49,853,180 shares have been subscribed through the Rights Issue, which corresponds to 86.4 percent of the Rights Issue. 38,559,930 shares were subscribed with the support of subscription rights, corresponding to approximately 66.8 percent of the Rights Issue. Furthermore, 11,293,250 shares were subscribed without the support of subscription rights, corresponding to approximately 19.6 percent of the Rights Issue. This means that no underwriting commitments will be utilized in the Rights Issue. In total, 49,853,180 new shares were therefore subscribed. Through the Rights Issue, the Company will receive approximately SEK 22.4 million before issue costs.
The final outcome therefore shows that the previously communicated minimum subscription level of 28,481,742 shares, corresponding to approximately 49.4 percent of the Rights Issue, has been reached, which means that the Rights Issue will be carried out.
Allocation of shares subscribed without the support of subscription rights and notification of allocation.
Allocation of shares subscribed without subscription rights has been carried out in accordance with the provisions set out in the information memorandum that the Company published on May 30, 2024, in connection with the Rights Issue. Notification of such allocation will be sent separately through a dispatched settlement note. Subscribed and allocated shares must be paid for in cash in accordance with the instructions on the settlement note. Nominee-registered shareholders will receive notification of allocation in accordance with instructions from their respective nominees.
Shares and share capital
Through the Rights Issue, the number of shares in the Company increases by 49,853,180 shares from 23,074,203 shares to 72,927,383 shares, and the share capital increases by approximately SEK 5,938,922.21, from approximately SEK 2,748,789.48 to approximately SEK 8,687,711. For existing shareholders who do not participate in the Rights Issue, this results in a dilution effect of approximately 68.36 percent.
Trading with paid subscribed shares (”BTA”)
Trading with BTA (Paid Subscribed Shares) will take place on the Spotlight Stock Market from Tuesday, June 25, 2024, until the conversion of BTA to shares, which will occur after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is estimated to take place indicatively during week 27 of 2024.
Compensation to underwriters
In connection with the Rights Issue, a number of external investors have provided underwriting commitments, which the Company announced on May 22, 2024. According to the agreements, an underwriting compensation of twenty-two (22) percent of the underwritten amount in the form of shares will be provided for the underwriting commitments. The subscription price for shares issued as underwriting compensation has been set at SEK 0.45 per share, which corresponds to the subscription price in the Rights Issue. In order for the underwriters to receive the underwriting compensation in the form of shares, the board intends to decide on a directed issue of shares to the underwriters, based on the authorization from the Annual General Meeting on May 14, 2024. A total of 3,886,657 new shares will be issued as underwriting compensation to the underwriters.
Advisors
Mangold Fondkommission AB is the financial advisor and issuing agent to Smoltek in connection with the Rights Issue. MAQS Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.
For further information please contact:
Håkan Persson, CEO Smoltek Nanotech Holding AB
E-mail: hakan.persson@smoltek.com
Phone: +46 317 01 03 05
Website: www.smoltek.com/investors/eng
About Smoltek
Smoltek is a Swedish technology company based in Gothenburg, specialized in the development and integration of carbon nanotechnology. The technology is used in the manufacture of vertical carbon nanostructures to create a three-dimensional surface in precision-defined patterns to solve advanced materials engineering problems in the process and semiconductor industry. Today, we focus on capturing the potential of the development of advanced chips and the development of green energy production, which has resulted in the Company's two business areas: semiconductors and hydrogen. In the semiconductor business area, the Company obtains ultra-thin capacitors intended for decoupling capacitors for application processes in mobile phones and other advanced electronic components. In the hydrogen business area, a highly efficient cell material is being developed for use in PEM electrolyzers to drastically reduce investment cost to produce fossil-free hydrogen. Smoltek's technology makes components and materials thinner, more energy efficient, more powerful, and cheaper. This is made possible by the three-dimensional surface structure of the carbon nanostructures, which creates a surface that can be refined multiple times in the same volume for, for example, electrical and chemical processes. Smoltek has a strongly patent-protected technology consisting of roughly 110 patent assets within 20 patent families, of which 79 are currently granted patents. The company's stock is listed on the Spotlight Stock Market. For more information, go to www.smoltek.com/investors/eng.
Important information
The publication, disclosure, or distribution of this press release may be subject to restrictions under law in certain jurisdictions. Recipients of this press release in jurisdictions where it has been published, disclosed, or distributed should acquaint themselves with and comply with such legal restrictions. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Smoltek in any jurisdiction, In neither from the Company nor anyone else. The invitation to interested persons to participate in the Rights Issue will only take place through the Information memorandum that the Company intends to publish in connection with the Rights Issue.
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. An information memorandum, not a prospectus, regarding the Rights Issue referred to in this press release will be prepared and published by the Company before the subscription period in the Rights Issue begins.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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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 Spotlight’s rule book for issuers.