Opcon: Board proposes preferential share issue
The Board of Opcon, the energy and environmental technology Group, has decided to call an Extra General Meeting on 6 October 2011 to decide upon a preferential share issue.
In connection with the publication on 24 August of the financial report for the first six months of 2011, the Board of Opcon AB announced its intention to call an Extra General Meeting to decide upon a preferential share issue.
The background is that the company over a period has worked to speed up the industrialization and internationalization phase within the Renewable Energy business area where the market potential for the company’s technology for production of electricity from waste heat is considered to have great potential. Among other areas, the focus is on development of marine applications, where Opcon has decided to strengthen its capability for further initiatives. This has taken place after the company has performed resource-intensive development of Opcon Powerbox for operation at sea, with a first reference installation now installed on board a Wallenius vessel that is in production. Opcon has also started collaboration with a number of major companies concerning marine applications of Opcon Powerbox.
Opcon is also working to introduce the technology on the Chinese market. The Board has also decided to initially develop Boxpower’s business, which involves sales of electricity from Opcon Powerbox, within the Opcon Group in order to better safeguard the long term interests of Opcon’s shareholders. This business can initially be developed quicker through improved access to financing.
In parallel with the aforementioned, the company needs additional operating capital to secure growth and activities in the ongoing business until the completed savings programme has produced its full effects, which is expected at the beginning of 2012.
Within bioenergy Opcon intends to acquire the remaining 25% of the shares in Saxlund International GmbH and increase its holding in Saxlund International Ltd. in the UK, which is expected to facilitate expansion in the growing European market. Both companies are profitable and have expanding orderbooks. In Germany, Saxlund International GmbH is expected to capitalize on the conversion of energy systems that is expected in Germany following the decision to decommission nuclear power.
To further refine the business and strengthen the company’s financial position Opcon has initiated the sale of the Engine Efficiency business area. Considering the uncertainty on financial markets the Board wishes to ensure that Opcon has enough time and freedom of action to safeguard a sales process that will achieve a fair value for the business while ensuring that the company will not be forced to perform for liquidity reasons a transaction that is not optimum for shareholders.
Consequently, the Board has made the assessment that the company needs to raise capital to strengthen the company’s financial position and secure access to operating capital.
Notification of the Extra General Meeting will be published on 8 September 2011. The subscription period is expected to begin on 17 October 2011 and run to 31 October 2011.
The reconciliation date is expected to be 13 October 2011. The final day for trading in the company’s shares including the right to receive subscription rights is expected to be 10 October 2011 and the first day excluding the right to receive subscription rights is expected to be 11 October 2011.
Trading in subscription rights is expected to start on 17 October 2011 and be concluded three days prior to the end of the subscription period. Trading with BTA will take place from 17 October 2011 until the date when the Swedish Companies Registration Office has registered the share issue.
The Board’s proposal
The Board has decided to call an Extra General Meeting on 6 October 2011 to decide upon a new share issue with preferential rights for existing shareholders. It is proposed that the Extra General Meeting shall authorise the Board to take a decision by 6 October 2011 at the latest concerning the complete conditions for the share issue.
The proposal is conditional on the Extra General Meeting deciding to reduce the company’s share capital and changing the limits for share capital and number of shares contained in the articles of association.
The Board’s proposal concerning the complete conditions for the share issue will be published at a later date and instructions together with more detailed information about how it is intended, inter alia, that the raised capital will be used, will be published in a prospectus in connection with the start of the subscription period at the latest.
Erik Penser Bankaktiebolag has been appointed to advise Opcon.
For further information, please contact
Niklas Johansson, vice president, Investor Relations, tel. 08-466 45 00, 070-592 54 53
Opcon AB, Box 15085, 104 65 Stockholm
Tel. 08-466 45 00, fax 08-716 76 61
The Opcon Group
Opcon is an energy and environmental technology Group that develops, produces and markets systems and products for
eco-friendly, efficient and resource-effective use of energy.
Opcon has activities in Sweden, China, Germany and the UK. There are around 400 employees. The company’s shares are listed on Nasdaq OMX Stockholm. The Group comprises two business areas:
Renewable Energy focuses on the following areas: electricity generation based on waste heat, bioenergy-powered heating and CHP plants, pellets plants, drying of biomass, handling systems for biomass, sludge and natural gas, industrial cooling, flue gas condensation, treatment of flue gases and air systems for fuel cells.
Engine Efficiency focuses on energy-efficient solenoid technology and ignition systems for combustion engines including ethanol, natural gas and biogas engines.
The information in this report is such that Opcon is obliged to disclose in accordance with Swedish securities markets law and/or Swedish law on trading in financial instruments. This information was released for publication on 6 September 2011, at 11.30 a.m. (CET)
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This press release does not constitute an invitation or offer to acquire, subscribe for or otherwise deal in shares, warrants or other securities in Opcon. Invitation to interested persons to subscribe for shares in Opcon will only be made through the prospectus that Opcon intends to publish around the middle of October 2011.
Neither the subscription rights, paid-for subscribed shares or new shares will be registered under the Securities Act or any provincial law in Canada and may not be offered or sold in the U.S. or Canada or to a resident there, or on behalf of such persons other than in exceptional cases that do not require registration under the Securities Act or any provincial law in Canada.