NL
– for further commercialization of the Company’s products and continued product development Heliospectra AB (publ) (OTCQB: HLSPY, FIRSTNORTH: HELIO), a world leader in intelligent lighting technology for controlled environments horticulture announces that the Board of Directors of Heliospectra AB (publ) (“the Company” or “Heliospectra”) proposes to the Extraordinary General Meeting (“EGM”) to resolve on a rights issue of approximately SEK 91 million and an overallotment option of approximately SEK 20 million. In total, the three largest shareholders have committed to subscribe for the equivalent of 50.49 percent of the rights issue. The largest shareholder has entered into an underwriting commitment to ensure the balance; hence the rights issue is 100 percent guaranteed. The proceeds will mainly be used for sales and marketing purposes, further product development as well as to strengthen the balance sheet.
Summary
- Heliospectra’s Board of Directors proposes a rights issue of approximately 91 million. In the event the rights issue is oversubscribed, the Board of Directors proposes to the EGMto authorize the Board of Directors to issue additional shares corresponding to a value of up to approximately SEK 20 million through an overallotment option. The rights issue, excluding the overallotment option, comprises up to 13,966,647 ordinary shares at a price of SEK 6.50 per share.
- The terms of the rights issue constitute that three (3) new shares are issued for every four (4) existing shares.
- The rights issue and the overallotment option are subject to approval by the EGM on November 8, 2016. Notice to shareholders of the EGM will be published through a separate press release.
- The rights issue is covered in its entirely though subscription and underwriting commitments from existing shareholders.
- Record date for participation in the rights issue is 15 November, 2016.
- Subscription period in the rights issue will take place between November 18, 2016 and December 2, 2016.
Background and motive
Heliospectra is an innovative Swedish company that has developed and patented an advanced lighting solutions for commercial greenhouses, indoor farming and plant research. Heliospectra’s efficient systems gives growers the ability to control plant quality and growth. The system combines special LED-based lamps connected to the internet, combined with sensors connected to a software-based control system that measure how the plants absorb light. The company’s product portfolio consists of four product families that are sold as complete systems in which LED lights are a subcomponent. Additional sales consist of software for new features and new devices such as light fixtures and sensors. Heliospectra’s customers are mainly professional growers and the Company’s main markets are North America, Europe and the Middle East.
The proceeds from the rights issue (including overallotment option) will be used primarily for investments in sales and marketing, further product development as well as to strengthen the Company’s balance sheet.
Rights issue
Heliospectra’s Board of Directors proposes, subject to approval by the EGM, to carry out a rights issue of up to 13,966,647 shares with pre-emptive rights for existing shareholders of approximately SEK 91 million before transaction related costs. Persons who, on the record date, are shareholders in Heliospectra receive one (1) subscription right per share and four (4) subscription rights entitles to subscription for three (3) new shares in Heliospectra at the price of SEK 6.50 per share.
In the event all shares are not subscribed for with subscription rights, the Board of Directors shall, within the framework of the new share issue maximum amount, resolve on the allotment of shares subscribed for without subscription rights. In such case shares shall firstly be allotted to persons who have subscribed for shares with subscription rights, irrespective of whether or not such persons were shareholders on the record date, pro rata to the number of subscription rights exercised, secondly, be allotted to persons who have indicated their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest, and ultimately awarded to persons who have entered into underwriting commitments regarding subscription of shares, in proportion to such underwriting commitments.
The record date for participation in the rights issue will be November 15, 2016 and the subscription period runs from November 18, 2016 to December 2, 2016. The Board of Directors shall be authorized to extend the subscription period. Trading in subscription rights will take place from November 18, 2016 to November 30, 2016.
Lock-up Agreements
Redeye AB, financial advisor to Heliospectra in the rights issue, has entered into so-called lock-up agreements with the three largest shareholders.
Preliminary timetable for the rights issue
Nov 8, 2016 Extraordinary General Meeting
Nov 11, 2016 Last day of trading including subscription rights
Nov 14, 2016 First day of trading excluding subscription rights
Nov 15, 2016 Record date for participation in rights issue
Nov 16, 2016 Estimated day for publication of prospectus
Nov 18, 2016 – Nov 30, 2016 Trading in subscription rights
Nov 18, 2016 – Dec 2, 2016 Subscription period
Dec 7, 2016 Estimated date for publication of preliminary outcome of rights
Extraordinary general meeting
The shareholders of Heliospectra will be convened at an EGM on November 8, 2016. Complete notice to shareholders will be published in a separate press release.
Financial and legal advisors
Redeye AB acts as financial advisor and MAQS Advokatbyrå acts as legal advisor to Heliospectra in the transaction.
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GOTHENBURG, Sweden/SAN FRANCISCO, CA, October 11, 2016