{"id":8808,"date":"2025-09-29T17:40:00","date_gmt":"2025-09-29T17:40:00","guid":{"rendered":"https:\/\/heliospectra.com\/blog\/mfn_news\/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-sharehol\/"},"modified":"2025-10-07T07:27:27","modified_gmt":"2025-10-07T07:27:27","slug":"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-sharehol","status":"publish","type":"mfn_news","link":"https:\/\/heliospectra.com\/nl\/blog\/mfn_news\/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-sharehol\/","title":{"rendered":"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"},"content":{"rendered":"
THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, RELEASED, OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEELAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO \u201cIMPORTANT INFORMATION\u201d IN THE END OF THIS PRESS RELEASE.<\/p>\n<\/div>\n
The Board of Directors of Heliospectra AB (publ) (\u201cHeliospectra\u201d or the \u201cCompany\u201d) 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 \u201dRights Issue\u201d). 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\u2019s largest shareholder Weland St\u00e5l AB (\u201cWeland\u201d) 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 \u201cLoan\u201d). Weland has the right and obligation to set-off the Loan as payment for subscribed shares in the Rights Issue.<\/strong><\/p>\n<\/div>\n Notice to the extraordinary general meeting to resolve on the approval of the Rights Issue and amendment of the Company\u2019s Articles of Association, which will be held on 30 October 2025, will be announced through a separate press release.<\/strong><\/p>\n Summary<\/strong><\/p>\n \n Background and reasons<\/strong> 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\u2019s 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\u2019s operational processes and ensure the capacity to meet the growing demand from costumers.<\/p>\n Extraordinary general meeting<\/strong> The Rights Issue<\/strong> 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.<\/p>\n 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.<\/p>\n The last day of trading in Heliospectra\u2019s 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\u00a0November 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office.<\/p>\n Subscription undertaking<\/strong> Loan<\/strong> 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.<\/p>\n Appendix IX information document<\/strong> Indicative time plan<\/strong> Advisers<\/strong>\n
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\nHeliospectra has now successfully finalised the Company\u2019s 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\u2019s patented and unique biofeedback sensor, which further underscores Heliospectra\u2019s innovation capabilities and offers growers worldwide a clear added value.<\/p>\n
\nThrough a separate press release, the Company will convene an extraordinary general meeting to approve the Rights Issue and resolve to amend the Company\u2019s 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.<\/p>\n
\nShareholders 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\u00a0(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.<\/p>\n
\nHeliospectra 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.<\/p>\n
\nThe 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.<\/p>\n
\nProvided that the extraordinary general meeting approves the Board of Directors\u2019 resolution and resolve on the amendment of the Company\u2019s 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.<\/p>\n
\nThe following time plan for the Rights Issue is preliminary and subject to change.<\/p>\n\n\n
\n Extraordinary general meeting to resolve on the Rights Issue and the amendment of the Articles of Association<\/td>\n 30 October 2025<\/td>\n<\/tr>\n \n Last day of trading in shares including subscription rights<\/td>\n 30 October 2025<\/td>\n<\/tr>\n \n First day of trading in shares excluding subscription rights<\/td>\n 31 October 2025<\/td>\n<\/tr>\n \n Record date for the Rights Issue<\/td>\n 3 November 2025<\/td>\n<\/tr>\n \n Trading in share rights<\/td>\n 5 \u2013 14 November 2025<\/td>\n<\/tr>\n \n Subscription period<\/td>\n 5 \u2013 19 November 2025<\/td>\n<\/tr>\n \n Trading in paid subscribed shares (BTA)<\/td>\n 5 November \u2013 1 December 2025<\/td>\n<\/tr>\n \n Expected announcement of the outcome in the Rights Issue<\/td>\n 21 November 2025<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nMAQS Advokatbyr\u00e5 AB is legal adviser to the Company in connection with the Rights Issue.<\/p>\n<\/div>\n