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.

Advisors

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  ir@swedishstirling.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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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States (including its territories and possessions, any state of the United States and the District of Columbia) or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Swedish Stirling has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the issue. In any member state of the EEA, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.

Forward-looking statements

This press release contains certain forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.