Resolutions at Extraordinary General Meeting in Swedish Stirling
Today’s Extraordinary General Meeting (the “EGM”) in Swedish Stirling AB (publ) (“Swedish Stirling” or the “Company”) approved the Board of Directors’ resolution on an issue of convertible bonds of up to MSEK 100, with deviation from the shareholders’ preferential right. Furhter, the EGM resolved to amend the company’s Articles of Association, and to appoint David Zaudy as ordinary Board member.
The convertible bond issue in brief
By the convertible bond issue, Daniel Ek, through an investment company, and David Zaudy invest MSEK 92 and MSEK 8, respectively, in total MSEK 100 in the Swedish clean tech company Swedish Stirling. The purpose of the convertible loan is to strengthen the Company’s balance sheet and to finance (i) product development in order to decrease production costs and increase the efficiency of future generations of the Company’s PWR BLOK, (ii) sales and marketing activities, (iii) expansion of the organization and the support facilities in South Africa, and (iv) implementation of an intellectual property rights (IPR) strategy. The issue of convertible bonds shall, with deviation from the shareholders’ preferential right, be made to David Zaudy and an investment company owned by Daniel Ek. The reasons for the deviation from the shareholders’ preferential right in respect the issue of convertible bonds are, among other to increase the shareholder base with reputable Swedish and international institutional investors, which is expected to increase the awareness of the Company. In addition, the deviation enables the Company to raise capital in a time and cost efficient way in order to support a continued expansion and development of the Company’s operations.
On 7 March 2020, the subscribers in the convertible loan have subscribed for all convertible bonds in the issue. Subscribed convertible bonds shall be paid no later than on 30 June 2020.
The subscribers of the convertible bonds have also provided a loan of MSEK 20 in total to the Company, which incur an upfront fee and interest compensation fee of 15 per cent of the loan amount of MSEK 20. The loan shall be paid to the Company by 13 March 2020 at the latest. The intention is to repay the loans by set-off in the convertible bond issue.
The terms and conditions for the convertible loan, including the subscription price, have been established after negotiations with the subscribers. The Board of Directors, in consultation with the sole global coordinator and bookrunner in the transaction, considers that the terms and conditions for the convertible bond issue are on market terms.
In accordance with the Board of Directors’ resolution, the convertible bonds are subject to the following terms and conditions:
- The nominal value of the convertible loan is up to SEK 100,000,000, allocated across up to 100,000,000 convertible bonds.
- Each convertible bond has a nominal value of SEK 1.00, which is also the subscription price per convertible bond.
- The convertible loan falls due on 30 June 2025 and carries an interest rate of 14 per cent per annum. The interest is payable quarterly in arrears.
- The holders of the convertible bonds are entitled to request conversion during the period from 2 May 2025 up to and including 16 June 2025. The holders of the convertible bonds are, however, entitled to early conversion in the event that the Company’s shares are listed on a regulated market or that there is a change of control in the Company.
- The conversion rate is SEK 8 per share, meaning that the Company’s share capital may increase by a maximum of SEK 125,000, and the number of shares in the Company may increase by a maximum of 12,500,000 shares. At full conversion this corresponds to a dilution of approximately 12.8 per cent.
There is no intention to list the convertible bonds on NGM Nordic SME or any other trading venue.
Amendment of the Articles of Association
In accordance with the proposal of the Board, the EGM resolved to amend the limits for the number of board member by amending the Articles of Association.
Election of Board member
In accordance with the proposal of the Nomination Committee, the EGM resolved on new election of David Zaudy as ordinary Board member and that no remuneration shall be paid to David Zaudy.
ABG Sundal Collier AB has acted as sole global coordinator and bookrunner in connection with the convertible bond issue. Mannheimer Swartling Advokatbyrå has acted as legal advisor to Swedish Stirling.
For further information please contact:
Sven Ljungberg, CCO, Swedish Stirling AB, +46 (0)31 385 88 30 email@example.com.
About Swedish Stirling
Swedish Stirling AB is a Swedish clean tech company founded in 2008 with a mission to further refine the incomparable ability of Stirling technology to convert thermal energy to electricity. The company’s latest product – the PWR BLOK 400-F – is a unique proprietary solution for recovering energy from industrial residual and flare gases and convert them to 100 % carbon-neutral electricity with high efficiency. The PWR BLOK is – according to independent certification – the cheapest way of producing electricity that exist today and gives greater CO2 savings per invested Euro than any other type of energy source. The company’s shares are listed in Sweden on the NGM Nordic SME. Read more at www.swedishstirling.com
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