Opcon: statement from Extra General Meeting
This press release may not be published or distributed, directly or indirectly, in the US, Australia, Japan, Canada, New Zealand or South Africa
The Extra General Meeting of shareholders in Opcon AB (publ) on 6 October 2011 reached a decision on the issue of new shares with preferential rights for existing shareholders. Shareholders who are registered as owning shares in the company as of the record date of 13 October 2011 will have a preferential right to subscribe for the new shares. The Extra General Meeting also decided to change the limits for share capital and the number of shares in the articles of association in order to provide scope for the new share issue, and decided further to reduce the company’s share capital without withdrawal of shares.
The decision means that the company’s share capital will be reduced by SEK 78,102,681 from SEK 130,171,135 to SEK 52,068,454. Following the reduction of the share capital the nominal value of a share in the company will be SEK 2. Through the completion of the agreed share issue the share capital will be restored in full.
In accordance with the share issue decision, the company’s Board is authorised, by 6 October 2011 at the latest, to take decisions on the maximum amount with which the company’s share capital may be increased, the maximum number of shares that may be issued and the amount that shall be paid for each new share. Prior to the meeting the Board has already reached decisions on these matters, and this was announced in a press release dated 26 September 2011. As previously announced, received subscription commitments, declarations of intent and guarantees cover 100% of the preferential share issue.
As decided by the Board, ownership of one (1) share in Opcon on the record date will give the right to subscribe for four (4) new shares in the company. Through this issue, the share capital will increase by at most SEK 208,273,816 through the issue of at most 104,136,908 shares at a subscription price of SEK 1.25 per share. Because the subscription price is being set at an amount below the nominal value of the shares, the difference between the subscription price and the nominal value, SEK 0.75 per share, will be allocated to the share capital through a transfer from the company’s equity, a maximum total of SEK 78,102,681 upon full subscription. If the share issue is fully subscribed the share capital after the issue will amount to SEK 260,342,270.
In connection with the preferential share issue, Opcon will produce a prospectus that it expects to publish on
12 October 2011. Subscription for shares based on preferential rights may be made through cash payment or through the subscription list during the period from 17 October to 31 October 2011, or a later date that the Board may decide. Trading in subscription rights will take place on Nasdaq OMX Stockholm from 17 October to 26 October 2011. Subscription rights not utilised before the end of the subscription period or sold at the latest on
26 October will lose their value.
Timetable for the preferential share issue
6 October Extra General Meeting decides on share issue in accordance with Board’s proposal
10 October Final day for trading in Opcon’s shares including right to participate in preferential share issue
11 October First day for trading in Opcon’s shares excluding right to participate in preferential share issue
13 October Record date
17-26 October Trading in subscription rights
17-31 October Subscription period
4 November Preliminary publication of outcome of preferential share issue
Background
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 being installed on board a new Wallenius vessel. Opcon has also started collaboration and discussions 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 shareholders. This business can initially be developed quicker through improved access to financing.
Within bioenergy Opcon has now acquired the remaining 25% of the shares in Saxlund International GmbH and increased 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.
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, which was started in Q2 2011, has produced its full effects, which is expected at the beginning of 2012.
To further refine the business and strengthen the company’s financial position Opcon has also 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.
For further information, please contact
Niklas Johansson, vice president, Investor Relations, tel. +46 8 466 45 00, +46 70 592 54 53
Opcon AB, Box 15085, 104 65 Stockholm
Tel. +46 8 466 45 00, fax +46 8 716 76 61
e-post: info@opcon.se
www.opcon.se
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 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 October 2011, at 5 p.m. (CET).
IMPORTANT INFORMATION
Publication or distribution of this press release in certain jurisdictions may be restricted by law and persons in those jurisdictions where this press release is published or distributed should inform themselves about and observe such restrictions.
This press release may not be published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or other country where such measure is wholly or partially subject to legal restrictions. The information in this press release may not be forwarded, reproduced or disclosed in ways that conflict with such restrictions. Failure to observe this instruction may constitute a violation of the United States Securities Act of 1933 ("Securities Act") or applicable laws of other jurisdictions.
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.
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