NL
GOTHENBURG, Sweden, Sep 12, 2022, at 08:45 CEST The board of directors of Heliospectra AB (publ) (the “Company” or “Heliospectra”) has today, pursuant to the authorization granted by the annual general meeting on 19 May 2022, resolved on directed issues of new shares, a total of approximately SEK 25.9 million (the “Directed Issues”), to four of the Company’s principal shareholders, i.e., Weland Stål AB, WELAND VÄRDEPAPPER AB, Agartha AB, and Corespring New Technology AB (the “Principal Owner(s)”). The subscription price is SEK 1.253 per share. The issue fund has been paid by set-off of the remaining loans, in a total of approximately SEK 25.9 million in claims that the Principal Owners had against the Company.
Background and reason for the Directed Issues
The Principal Owners have, in accordance with the issued credit facility, as of today provided four short-term loans to the Company with a total debt amount, including interest, amounting to a total of SEK 25,929,686.26 (the “Loans”)
The terms of the Loans states that the Principal Owners shall have an opportunity, but no obligation, to set-off their claims in a new issue of shares. Such an appeal has now taken place and the board of directors has therefore today resolved to carry out the Directed Issues.
The total issue found in the Directed Issues amount to SEK 25,929,686.746.
Terms for the Directed Issues
The board of directors of Heliospectra has today, pursuant to the authorization granted by the annual general meeting on 19 May 2022, resolved on the Directed Issues. Through the Directed Issues the number of shares in the Company will increase by 20,694,082 and the share capital will increase by SEK 2,069,408.20. The issue fund has been made by set-off of the remaining parts of the Loans, see below for exact statement of the issue fund for each Principal Owner.
The subscription price for the shares is SEK 1.253 per share, which correspondence to a premium of approximately 25.3 percent compared to the shares closing price on 9 September. The subscription price has been determined after negotiations at arms’ length between the Company and the Principal Owners, respectively. Overall, the Company’s board of directors is of the opinion that the subscription price is market-based, based on the current circumstances.
The reasons for the deviation from the shareholders’ preferential rights is an opportunity to raise capital on favourable terms in order to strengthen the Company’s liquidity and working capital in a time- and cost-effective manner, which has been of material importance for the Company’s management given the severe financial situation of the Company. According to the board of directors, this indicates all in all and with sufficient strength that it is in the shareholders’ interest to carry out a issue of new shares with derivation from the shareholders’ preferential rights.
The issue funds in the Directed Issues are distributed as follows:
| Subscriber | Issue funds (SEK) |
| Weland Stål AB | 7 097 494,453 |
| WELAND VÄRDEPAPPER AB | 8 550 326,652 |
| Agartha AB (f.d. Alma Förvaltnings AB) | 5 913 716,438 |
| Corespring New Technology AB | 4 368 147,203 |
| In total: | 25 929 684,746 |
Following the Directed Issues are the Loans fully settled. The Directed Issues means a dilution effect corresponding to approximately 19.42 percent in relation to the current number of shares in the Company.