Background and motives for the Directed Issues
The Main Owners, have, in accordance with was communicated through press release on 25 January 2022, provided three short-term loans to the Company in total of SEK 17,025,000 (the “Loans”)
The terms of the Loans states that the Principal Owners shall have an opportunity, but no obligation, to set-off their claims if the Company carries out a capital injection. The Main Owners have also, in the connection with the Loans being provided, granted customary capital adequacy guarantees to secure the Company’s financial position.
The Company is currently reviewing various alternatives to procure capital to secure the Company’s new long-term goals and strategy. To create maximum temporal flexibility and by doing so increase the prerequisites of a successful procurement of capital on the best possible terms for the Company, the Board has today decided to carry out the Directed Issues.
The total issue funds in the Directed Issues amount to SEK 13,160,000. The difference compared to the Loans’ original amount is a consequence of parts of the Loans having been written off in accordance with the terms of the capital adequacy guarantees.
“Heliospectra is currently in an exciting phase of change and this solution with the main owners provides the company with a greatly improved balance sheet, in a time- and cost-effective way. With the new strategy we take a clear leap towards wireless, data driven and sustainable farming where we put the customers needs and results in focus. Hence, we will during 2022 launch several new products on the market while strengthening our range of services”, says Bonny Heeren, CEO of Heliospectra.
Terms of the Directed Issues
The board of directors of Heliospectra has today, pursuant to the authorization granted by the Annual General Meeting on 20 May 2021, resolved on the Directed Issues. Through the Directed Issues the number of shares in the Company will increase by 8,578,978 and the share capital will increase by SEK 857,887.80. The issue fund has been paid by set-off of the remaining parts of the Loans, see below for exact statement of the issue fund for each Main Owner.
The subscription price for the shares amount to SEK 1.534 per share, which corresponds to a premium of approximately 12.4 percent compared to the closing price of the share on 24 February 2022 and a premium of approximately 25 percent compared to the volume-weighted average price of the share during the last 30 trading days. The subscription price has been determined after negotiations at arms’ length between the Company and each Main Owner. Overall, the Company’s board of directors assesses that the subscription price, based on the current circumstances, is market-based.
The reasons for deviation from the shareholders’ preferential rights is the opportunity to raise capital on best possible terms to strengthen the Company’s financial position in a time- and cost-effective manner by decreasing its debts. This has under the circumstances been of crucial importance for the management of the Company. To summarize, according to the board of directors, this indicates with sufficient strength that it is best interest of the Company and its shareholders to carry out the issues with derivation from the shareholders’ preferential rights.
The issue funds in the Directed Issues are distributed as follows
Issue funds (SEK)
Weland Stål AB
ADMA Förvaltnings AB
Corespring New Technology AB (f.d. Midroc New Technology AB)
13 159 999
Following the Directed Issues the Loans are fully settled. The Directed Issues means a dilution effect corresponding to approximately 10 percent in relation to the current number of shares in the Company.