Savosolar Plc
Company Announcement, Insider information 4 November 2019 at 3.10 p.m. (CET)
Savosolar has secured 3.5 MEUR in connection with the Warrant Plan 1-2019
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTHERN AFRICA OR TO ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION IS ILLEGAL.
The Board of Directors of Savosolar Plc (“Savosolar” or the “Company”) has decided to secure EUR 3.5 million in connection with the warrants which were allocated in connection with the rights issue held in the spring 2019 (the “Warrants”) (the “Warrant Plan 1-2019”) through subscription commitments and underwriting agreements. The investors (the “Investors”) have through underwriting agreements committed to subscribe for up to a maximum of 704,099,052 shares at the same subscription price as the one determined according to the Warrant Plan 1-2019 in a directed share issue (the “Directed Issue”).
- The Warrants have been secured to between 100 and 200 per cent, depending on the subscription price, totalling EUR 3.5 million in proceeds before transaction costs. Subscription commitments equalling their total holding of Warrants have been secured from the Board of Directors and the CEO and underwriting agreements equalling EUR 3.5 million have been secured from the Investors.
- The subscription price in the Directed Issue will be determined according to the Warrant Plan 1-2019. The subscription price is determined by the volume weighted average price of the Company’s share on First North Growth Market Finland between 11 November 2019 and 22 November 2019, with an applied discount of 30 per cent. The subscription price, however, is at least EUR 0.005 and at most EUR 0.01 per share.
- The Company has today entered into an agreement regarding a bridge financing of approximately EUR 1.0 million. The bridge financing shall be repaid in full after the Directed Issue with interest amounting to 2.5 per cent per each beginning 30-day period.
For the amount of up to EUR 3,525,383.26 that is not subscribed for based on the Warrants by the holders of the Warrants, the Board of Directors will decide on the Directed Issue to the Investors on 11 December 2019 in connection with accepting the subscriptions based on the Warrants. This means the Directed Issue can amount to a maximum of 704,099,052 shares, if the subscription price is the minimum of EUR 0.005 per share.
The dilution for current shareholders from the Warrant Plan 1-2019 and the Directed Issue amounts to a minimum of approximately 20 per cent (if the subscription price is EUR 0.01 per share) and a maximum of approximately 33 per cent (if the subscription price is EUR 0.005 per share).
The Investors are a limited number of professional investors and existing shareholders, including among others LUSAM Invest AB, Modelio Equity AB (publ), Salvatore Grimaldi, Wilhelm Risberg and Gerhard Dal.
Solar heating generated over 1 TWh (= 1 billion kilowatt hours) globally for the first time in the year 2018 and according to market estimates, the solar district heating capacity is expected to increase to 240 TWh by 2050. Furthermore, international institutions and governments continue to incentivise corporate use of environmental-friendly energy solutions through support schemes, taxation and subsidies due to the growing awareness of global warming and need to rapidly increase non-pollution energy sources, resulting in overall higher interest from a varied range of customers.
Through this funding arrangement Savosolar will further improve its position in providing turn-key solutions for harvesting solar thermal in large scale for district heating and industrial process heating segments, by increasing its financial capacity to execute possible new projects, to be delivered in 2020 and onwards.
The reason for deviation from the shareholders’ pre-emptive rights in the Directed Issue is to raise capital and improve the Company’s financial position in a cost-effective and timely manner and enable further development and growth of the Company’s business. Hence, there is a weighty financial reason to deviate from the shareholder’s pre-emptive subscription right in the Directed Issue set forth above.
In accordance with the underwriting agreements the Investors are entitled to an underwriting fee equal to 8 per cent of the underwriting commitment if payable in cash by the Company or 10 per cent of the underwriting commitment if payable in shares of the Company. Each Investor is entitled to choose between cash or share payment. If all Investors would choose payment in shares, an additional 70,407,905 shares could be issued, meaning an additional dilution of approximately 3 per cent to the Company’s shareholders.
Advisers
Augment Partners AB is acting as financial advisor to the Company in the securing of the Warrants and the Directed Issue. Smartius Oy is acting as the legal adviser to the Company on aspects related to the Finnish law.
SAVOSOLAR PLC
For more information:
Savosolar Plc
Managing Director Jari Varjotie
Phone: +358 400 419 734
E-mail: jari.varjotie@savosolar.com
Savosolar Plc discloses the information provided herein pursuant to the Market Abuse Regulation ((EU) No 596/2014, ”MAR”). The information was submitted for publication by the aforementioned person on 4 November 2019 at 3.10 p.m. (CET).
About Savosolar
Savosolar with its highly efficient collectors and large-scale solar thermal systems has taken solar thermal technology to the next level. The company’s collectors are equipped with the patented nano-coated direct flow absorbers, and with this leading technology, Savosolar helps its customers to produce competitive clean energy. Savosolar’s vision is to be the first-choice supplier to high performance solar installations on a global scale. Focus is on large-scale applications like district heating, industrial process heating and real estate systems – market segments with a big potential for rapid growth. The company primarily delivers complete systems from design to installation, using the best local partners. Savosolar is known as the most innovative company in the business and aims to stay as such. The company has sold and delivered its products to almost 20 countries on four continents. Savosolar’s shares are listed on Nasdaq First North Growth Market Sweden with the ticker SAVOS and on Nasdaq First North Growth Market Finland with the ticker SAVOH. www.savosolar.com.
The company’s Certified Adviser is Augment Partners AB, info@augment.se, phone: +46 8-505 65 172.
IMPORTANT NOTICE
This release or the information contained therein shall not be distributed, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. The information contained in this release do not constitute an offer of, or invitation to purchase any securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. Savosolar has not registered, and does not intend to register, any offering of securities in the United States. No actions have been taken to register the shares or the offering anywhere else than in Finland and Sweden.
The information contained herein shall not constitute an offer of, or invitation to purchase any securities in any jurisdiction. This release is not a prospectus and does not constitute any offer, invitation or investment advice to subscribe for or purchase securities.