The board of directors in Heliospectra resolves on a partially secured rights issue of approximately SEK 26.2 million

Gothenburg, Sweden, March 13, 2023, at 21:05 The board of directors in Heliospectra AB (“Heliospectra” or the “Company”) has today resolved to carry out a partially secured rights issue of shares of approximately SEK 26.2 million (the “Rights Issue”). The subscription price has been set to SEK 1.39 per share. Those who on the record date are registered as shareholders in Heliospectra receive one (1) subscription right in the Rights Issue for each share owned on the record date. Seventeen (17) subscription rights grant in its turn the right to subscribe for three (3) newly issued shares in the Rights Issue. The Company has received subscription commitments from the four largest shareholders in the Company, Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB (the ”Main Owners”), corresponding to their pro rata stakes in the Rights Issue, corresponding to a total of approximately SEK 20.1 million, equalling approximately 76.8 percent of the Rights Issue.

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Summary

  • The board of directors in Heliospectra has today resolved to carry out the Rights Issue.
  • The net proceeds from the Rights Issue are intended to be used to launch the company's new smart lighting system on the European market, expand the company's sales and application team in western Europe, and complete strategic innovation projects.
  • Upon full subscription in the Rights Issue, Heliospectra will receive approximately SEK 26.2 million.
     
  • The subscription price in the Rights Issue is set to SEK 1.39 per share. The subscription price has been determined to the average price of the rights issues carried out by the Company during 2022 and entails a premium of approximately 15.4 percent in relation to the volume-weighted average price of the Company´s share during the ten trading days from 27 February 2023 up to and including 10 March 2023.
     
  • Shareholders in Heliospectra on the record date of 21 March 2023 have preferential rights to subscribe for new shares in the Rights Issue.
     
  • One (1) existing share in the Company entitles the holder to one (1) subscription right. Seventeen (17) subscription rights entitle for subscription of three (3) new shares.
     
  • Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 15 percent, but have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights.
     
  • The subscription period in the Rights Issue is expected to take place from 23 March 2023 up to and including 6 April 2023.
     
  • The four main owners in the Company, Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB have entered into subscription commitments which amounts to approximately SEK 20.1 million in total, corresponding to approximately 76.8 percent of the Rights Issue.
     
  • Prior to the start of the subscription period, the Company intends to publish an information memorandum.

Background and motif

In 2022, Heliospectra shifted its focus and strategy to become a producer of smart LED lighting primarily for the European greenhouse market and through resellers in North America. In line with that strategy, the Company completed several innovation projects throughout the year, including an updated version of the light control system helioCORE™, the wireless connector Adelphi, the company's new commercial LED lighting platform MITRA, and during the first quarter of 2023 the Company launched the MITRA Flex with a flexible far-red spectrum. The new wireless system solution offers significant benefits to growers, including increased quality, decreased production time, and considerable energy savings. Growers can reduce their energy costs by up to 30% on top of the 35% already saved by switching to LED from old high-pressure sodium (HPS) lights.

During the first quarter of 2023, the Company has begun to launch and introduce the new smart lighting system and product portfolio on the market. The capital from the rights issue will go towards launching the new system solution on the European market and expanding the company's sales and application team in Western Europe. In addition, part of the capital will also cover strategic innovation projects such as the further development of the company's fully controllable lighting platforms ELIXIA and DYNA, which have long been market leaders in the Agtech market.

The Rights Issue

Those who on the record date, 21 March 2023, are registered in the share register of Heliospectra as shareholders will receive one (1) subscription right for each share held in the Company. Seventeen (17) subscription rights entitle the holder to subscription of three (3) new shares. In addition, investors are offered to subscribe for shares without subscription rights. The subscription price is SEK 1.39 per share, which means that Heliospectra will receive proceeds of approximately SEK 26.2 million, provided that the Rights Issue is fully subscribed.

Provided that the Rights Issue is fully subscribed, the number of shares in Heliospectra will increase by 18,802,848 from 106,549,474 to 125,352,322, and the share capital will increase by a maximum of SEK 1,880,284.80, from SEK 10,654,947.40 to SEK 12,535,232.20. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 15 percent through the Rights Issue (based on the total outstanding shares after the Rights Issue). These shareholders however can compensate themselves financially for the dilution effect by selling their subscription rights received.

Subscription- and guarantee commitments

Heliospectra has received subscription commitments from Weland Stål AB, Weland Värdepapper AB, Corespring New Technology AB, and Agartha AB, amounting to a total of approximately SEK 20.1 million, corresponding to approximately 76.8 percent of the Rights Issue. The commitments are equal to the Main Owners’ pro rata stake in the Rights Issue. The subscription commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. No remuneration is paid for the subscription commitments. 

Indicative time plan

The following time plan for the Rights Issue is preliminary and subject to change.

Last day of trading in shares including right to receive subscription rights 17 March 2023
First day of trading in shares excluding right to receive subscription rights 20 March 2023
Record date in the Rights Issue 21 March 2023
Trading in subscription rights 23 March – 3 April 2023
Publication of information memorandum No later than 22 March 2023
Subscription period 23 March – 6 April 2023
Trading in paid subscribed shares (BTAs) 23 March 2023 until registration of the Rights Issue
Announcement of the preliminary outcome in the Rights Issue Planned to 12 April 2023

Advisers

MAQS Advokatbyrå is legal adviser to the Company in connection with the Rights Issue and Nordic Issuing AB acts as issue institute.