The Board of Directors of Heliospectra has resolved on a partially secured and conditional rights issue of approximately SEK 49.5 million, and raises a bridge loan of SEK 10 million from main shareholder

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The Board of Directors of Heliospectra AB (publ) (“Heliospectra” or the “Company”) has today, conditional on the approval of a subsequent extraordinary general meeting, resolved on a rights issue of new shares of approximately SEK 49.5 million before deduction of transactions costs (the ”Rights Issue”). The subscription price has been set to SEK 0.10 per share. Those who on the record date are registered as shareholders in Heliospectra will, for each (1) existing share, receive nine (9) subscription rights. Five (5) subscription rights entitle to subscription for one (1) new share in the Company. Heliospectra has received a subscription undertaking from the Company’s largest shareholder Weland Stål AB (“Weland”) amounting to SEK 30 million, corresponding to approximately 60.6 percent of the Rights Issue. Heliospectra also announce that the Company has raised a loan financing of SEK 10 million from Weland (the “Loan”). Weland has the right and obligation to set-off the Loan as payment for subscribed shares in the Rights Issue.

Notice to the extraordinary general meeting to resolve on the approval of the Rights Issue and amendment of the Company’s Articles of Association, which will be held on 30 October 2025, will be announced through a separate press release.

Summary

  • The Board of Directors of Heliospectra has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting. The Right Issue is also conditional upon the general meeting resolving to amend the Company’s Articles of Association, whereby the limits of the number of shares and the share capital are amended.
  • The extraordinary general meeting will be held on 30 October 2025 and the notice will be published through a separate press release.
  • If the Rights Issue is fully subscribed, the Company will receive approximately SEK 49.5 million before deduction of transaction costs.
  • The subscription price is SEK 0.10 per share.
  • Those who on the record date 3 November 2025 are registered as shareholders in Heliospectra will receive nine (9) subscription rights for each (1) share held.
  • Five (5) subscription rights entitle to subscription for one (1) new share in the Company.
  • The subscription period in the Rights Issue runs from and including 5 November 2025, up to and including 19 November 2025.
  • Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 64.3 percent.
  • The subscription undertaking from Weland amount to SEK 30 million, consequently the Rights Issue is covered by way of subscription undertaking to approximately 60.6 percent of the Rights Issue.
  • Heliospectra has raised a loan financing of SEK 10 million from the Company’s largest shareholder. Weland has the right and obligation to set-off the Loan as payment for subscribed shares in the Rights Issue.

Background and reasons
Heliospectra has now successfully finalised the Company’s product portfolio with focus on Agtech and greenhouse market, marking an important milestone for the Company. Thus, Heliospectra is well positioned to take the next step in the development and establish itself as a leading player in the industry. To achieve this, increased investments in commercial activities such as marketing and sales are required. The Company is driven by ambition to strengthen its market position and create growth for its products and solutions. A key part of this development is the introduction of HelioSENSE, the Company’s patented and unique biofeedback sensor, which further underscores Heliospectra’s innovation capabilities and offers growers worldwide a clear added value.

Upon full subscription of the Rights Issue, the Company will receive approximately SEK 49.5 million before deduction of transaction costs. The net proceeds will primarily be used to strengthen the Heliospectra’s commercial incentives. This includes strategic investments in marketing efforts, expansion of the sales organization, and increased presence in prioritized markets. It also includes preparatory activities for the planned launch of HelioSENSE in the second quarter of 2026. Additionally, part of the capital will be used to streamline the Company’s operational processes and ensure the capacity to meet the growing demand from costumers.

Extraordinary general meeting
Through a separate press release, the Company will convene an extraordinary general meeting to approve the Rights Issue and resolve to amend the Company’s Articles of Association, whereby the limits for the number of shares and the share capital are amended. The extraordinary general meeting will be held on 30 October 2025.
 
The Rights Issue
Shareholders who are registered in the share register in Heliospectra on the record date on 3 November 2025 will receive nine (9) subscription rights for each (1) share held in the Company. Five (5) subscription rights entitle the holder to subscribe for one (1) new share in the Company. The subscription price is SEK 0.10 per share, which means that Heliospectra will receive gross proceeds of approximately SEK 49.5 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights.

Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Heliospectra will increase by 494,710,691, from 274,839,273 to 769,549,964 shares, and the share capital will increase by a maximum of SEK 2,026,878.405534, from SEK 1,126,043.558630 to SEK 3,152,921.964164.

Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 64.3 percent. These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.

The last day of trading in Heliospectra’s shares including the right to receive subscription rights in the Rights Issue is 30 October 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 31 October 2025. The subscription period, with or without the support of share rights, runs from and including 5 November 2025 up to and including 19 November 2025. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 5 November 2025 up to and including 14 November 2025 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 5 November 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office.

Subscription undertaking
Heliospectra has received subscription undertaking from Weland amounting to a total of SEK 30 million, corresponding to approximately 60.6 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertaking to 60.6 percent of the Rights Issue. The subscription undertaking is not secured by bank guarantees, escrow funds, pledges or similar arrangements. No commission is paid for the subscription.

Loan
The Company has raised a loan financing from Weland totalling SEK 10,000,000. The Loan secures the Company’s working capital for the period until the Rights Issue is completed. Weland has a right and obligation to set-off the Loan along with accrued interest as payment for subscribed shares in the Rights Issue. The Loan carries an annual interest rate of four (4) percent and a default interest rate of eight (8) percentage points above the reference rate according to the Swedish Interest Act. In the event that the Rights Issue is not approved by the extraordinary general meeting and the subscription period in the Rights Issue thus does not conclude before January 1, 2026, the Loan shall be repaid in full along with accrued interest on 1 February 2026.

The Board of Directors has assessed the loan terms as market-based ant that raising the Loan is in the interest of both the Company and its shareholders.

Appendix IX information document
Provided that the extraordinary general meeting approves the Board of Directors’ resolution and resolve on the amendment of the Company’s Articles of Association, an information document containing the information according to Annex IX of the prospectus regulation (Regulation (EU) 2017/1129) will be published by the Company prior to the commencement of the subscription period.

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

Extraordinary general meeting to resolve on the Rights Issue and the amendment of the Articles of Association 30 October 2025
Last day of trading in shares including subscription rights 30 October 2025
First day of trading in shares excluding subscription rights 31 October 2025
Record date for the Rights Issue 3 November 2025
Trading in share rights 5 – 14 November 2025
Subscription period 5 – 19 November 2025
Trading in paid subscribed shares (BTA) 5 November – 1 December 2025
Expected announcement of the outcome in the Rights Issue 21 November 2025

Advisers
MAQS Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue.