Opcon, the energy and environmental technology Group, proposes guaranteed preferential share issue

The Board of Opcon AB has decided to call an Extra General Meeting of shareholders on 9 November 2012 to determine whether to issue new shares with preferential rights for existing shareholders. The issue amount before costs is expected to be a maximum of around SEK 130 million.

Opcon’s chairman Mats Gabrielsson and President and CEO Rolf Hasselström have provided subscription and guarantee undertakings via companies corresponding to around 30% of the share issue up to SEK 130 million. In addition, the share issue has been guaranteed through a consortium by up to 80% of the total issue amount.

BACKGROUND

As part of Opcon’s focus on energy and environmental technology within the energy sector, and in order to strengthen the company’s financial position, the Company last year initiated the sale of its Engine Efficiency business area. Since this process was started, the business area has continued to develop positively with increasing sales and good profitability, despite the weak economy in general.

Due to uncertainty in the financial markets it has not been possible to conclude a deal and the sale of Engine Efficiency may take longer time. The Board therefore intends to secure the financial strength that is needed to keep, develop and continue investment in the business area, which is considered to have good potential, if a sale is not possible within the near future.

For some time now Opcon has been speeding up the industrialisation and internationalisation phase within its Renewable Energy business area, where the market potential for the company’s technology for the production of electricity from waste heat (Opcon Powerbox) is considered to be very good. Low electricity prices in Sweden and a weak industrial cycle have however meant that the market breakthrough has taken considerably longer than expected. The Company has also channelled major resources into the development of a marine application of Opcon Powerbox and has been rewarded with marine approval for its first two reference installations of Opcon Powerbox aboard a Wallenius vessels. Lead times in the marine industry are long and the first commercial orders in this segment are not expected until 2013 for delivery in 2014 and beyond.

The Company also has a need for further operating capital to safeguard the business and growth in various segments (within Renewable Energy in Europe and China) and does also want to secure financing that will enable activity in the event of a continuing weak business cycle.

In light of the above 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.

Trading in subscription rights is expected to start on 21 November 2012 and end three days before the end of the subscription period. Trading with BTA will take place from 21 November 2012 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 9 November 2012 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 9 November 2012 at the latest concerning the complete conditions for the share issue, the maximum amount by which the Company’s share capital shall be increased, the highest number of shares to be issued and the amount to be paid for each new share.

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.

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
e-mail: 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 management systems for fuel cells.

Engine Efficiency focuses on solenoid technology and ignition systems for combustion engines including ethanol, natural gas and biogas engines.

The information in this report is such that Opcon AB (publ) 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 Wednesday 10 October 2012 at 08.30 (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 November 2012.

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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