Swedish Stirling announces intention to carry out a directed issue of approx. SEK 225 million

Swedish Stirling AB (publ) (“Swedish Stirling” or the “Company”) announces its intention to carry out a directed issue of approximately SEK 225 million to Swedish and international institutional investors (the “Directed Issue”). Swedish Stirling has engaged Carnegie Investment Bank AB (publ) and Bryan, Garnier & Co as Joint Bookrunners to investigate the conditions to carry out the Directed Issue through an accelerated book building procedure.

Swedish Stirling announces its intention to carry out a directed new share issue of approximately SEK 225 million, directed to institutional investors in Sweden and internationally. The Directed Issue is intended to be carried out based on the authorization granted by the annual general meeting on 23 April 2021. Swedish Stirling has engaged Carnegie Investment Bank AB (publ) and Bryan, Garnier & Co (“Joint Bookrunners”) to investigate the possibilities to conduct the Directed Issue through an accelerated book building procedure.

The subscription price for the new shares in the Directed Issue is to be determined through an accelerated book building procedure, which will begin immediately following this announcement, and end before the commencement of trading on Nasdaq First North Premier Growth Market on 28 May 2021. By establishing the subscription price in the Directed Issue through an accelerated book building procedure, it is the assessment of the Board of Directors that the subscription price will be set on market terms and conditions. The Board of Directors of the Company can at any time choose to cancel the book building, close earlier or later and refrain from executing the Directed Issue, in part or in full. The Company will announce the outcome of the Directed Issue when the book building procedure has been completed.

The reason for deviating from the shareholders’ preferential right in the Directed Issue is to raise capital in a time and cost-effective manner as well as to further diversify the shareholder base with Swedish and international institutional investors.

The Company intends to use the net proceeds from the Directed Issue to finance the continued commercialization of the Company’s PWR BLOK, including (i) activities to ramp-up production (ii) continued product improvement and cost reductions, (iii) sales, marketing and services activities in existing and new market and (iv) initial working capital for serial production, as well as to partly finance the production of PWR BLOK units.

In connection with the Directed Issue, the Company has agreed to a lock-up, with customary exceptions, on future share issuances for a period of 180 calendar days after the settlement date. In addition, the members of the Board of Directors and the management team have undertaken to, subject to certain exceptions, not sell shares in Swedish Stirling for a period of 90 calendar days after the settlement date.

The Directed Issue is subject to a resolution by the Board of Directors of Swedish Stirling, based on the authorization granted by the annual general meeting on 23 April 2021, to issue new shares following the close of the book building.

Advisers

Carnegie Investment Bank AB (publ) and Bryan, Garnier & Co are Joint Bookrunners in connection with the Directed Issue. Mannheimer Swartling Advokatbyrå is legal adviser to the Company in connection with the Directed Issue.

For further information please contact:

Sven Ljungberg, CCO, Swedish Stirling AB, +46 (0)31 385 88 30  ir@swedishstirling.com. 

About Swedish Stirling AB

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 recycling energy from industrial residual and flare gases and converting these into 100% carbon-neutral electricity at high efficiency. According to an independent certification, the PWR BLOK is the cheapest way to generate electricity that exists today, yielding greater CO₂ savings per krona invested than any other type of energy. Swedish Stirling AB is listed on Nasdaq First North Premier and FNCA Sweden AB is appointed Certified Adviser, +46(0)8-528 00 399, info@fnca.se.  Read more at www.swedishstirling.com

This information is information that Swedish Stirling AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 27 May 2021 at 17:31 CET.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Swedish Stirling in any jurisdiction, neither from Swedish Stirling nor from someone else.

Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes 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.

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 of America (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 Directed Issue. In any member state of the EEA, this communication is only addressed to and is only directed to qualified investors in that member state within the meaning of the Prospectus Regulation.

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 to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” 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.

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.