Opcon AB announces conditions for preferential share issue

Opcon AB announces conditions for preferential share issue

This press release may not be published or distributed, directly or
indirectly, in the US, Australia, Japan, Canada, New Zealand or South
Africa

The Board of Opcon has established the conditions and subscription price
for the new issue of preferential shares for existing shareholders,
which it is proposed shall be decided at the Extra General Meeting on 6
October 2011 in accordance with the Board's proposal dated 5 September
2011.

  · Ownership of one (1) share shall give entitlement to subscription to
four (4) new shares
  · The subscription price shall be SEK 1.25 per share
  · Upon full subscription, the share issue will raise around SEK 130
million before costs
  · The share issue is fully guaranteed

Ownership of one (1) share in Opcon on the record date will give the
right to subscribe for four (4) new shares. The subscription price is
SEK 1.25 per share, which means that the preferential share issue will
raise at most around SEK 130 million for Opcon before costs through the
issue of at most 104,136,908 shares.

The preferential share issue will mean that the share capital will
increase by at most SEK 208,273,816. Because the subscription price is
being set at an amount below the nominal value of the shares, SEK 0.75
per share will be allocated to the share capital through a transfer from
the company's equity, a total of SEK 78,102,681 upon full subscription.

The record date at Euroclear Sweden AB for the right to participate with
preferential rights in the share issue is 13 October 2011.

In connection with the preferential share issue, Opcon will produce a
prospectus that it expects to publish on 12 October 2011. The
subscription period will run from 17 October to 31 October 2011, or a
later date that the Board may decide. Trading in subscription rights
will take place on NASDAQ OMX Stockholm from 17 October to 26 October
2011. Subscription rights not utilised before the end of the
subscription period or sold at the latest on 26 October will lose their
value.

Preliminary timetable for the preferential share issue
6 October           Extra General Meeting to decide on share issue in
accordance with Board's proposal
10 October         Final day for trading in Opcon's shares including
right to participate in preferential share issue
11 October         First day for trading in Opcon's shares excluding
right to participate in preferential share issue
13 October         Record date
17-26 October    Trading in subscription rights
17-31 October    Subscription period
4 November       Preliminary publication of outcome of preferential
share issue

Background

The background is that the company over a period has worked to speed up
the industrialization and internationalization phase within the
Renewable Energy business area where the market potential for the
company's technology for production of electricity from waste heat is
considered to have great potential. Among other areas, the focus is on
development of marine applications, where Opcon has decided to
strengthen its capability for further initiatives, which will require
additional capital. This has taken place after the company has performed
resource-intensive development of Opcon Powerbox for operation at sea,
with a first reference installation now installed on board a newly built
Wallenius vessel. Opcon has also started collaboration and discussions
with a number of major companies concerning marine applications of Opcon
Powerbox.

Opcon is also working to introduce the technology on the Chinese market.
The Board has also decided to initially develop Boxpower's business,
which involves sales of electricity from Opcon Powerbox, within the
Opcon Group in order to better safeguard the long term interests of
shareholders. This business can initially be developed quicker through
improved access to financing.

Within bioenergy Opcon intends to acquire the remaining 25% of the
shares in Saxlund International GmbH and increase its holding in Saxlund
International Ltd. in the UK, which is expected to facilitate expansion
in the growing European market. Both companies are profitable and have
expanding orderbooks. In Germany, Saxlund International GmbH is expected
to capitalize on the conversion of energy systems that is expected in
Germany following the decision to decommission nuclear power.

In parallel with the aforementioned, the company needs additional
operating capital to secure growth and activities in the ongoing
business until the completed savings programme, which was started in Q2
2011, has produced its full effects, which is expected at the beginning
of 2012.

To further refine the business and strengthen the company's financial
position Opcon has also initiated the sale of the Engine Efficiency
business area. Considering the uncertainty on financial markets the
Board wishes to ensure that Opcon has enough time and freedom of action
to safeguard a sales process that will achieve a fair value for the
business while ensuring that the company will not be forced to perform
for liquidity reasons a transaction that is not optimum for
shareholders.

Consequently, the Board has made the assessment that the company needs
to raise capital to strengthen the company's financial position and
secure access to operating capital.

Undertakings and guarantees

The company's principal owners and senior executives have undertaken to
subscribe for new shares in the share issue in relation to their
existing shareholdings. In addition, some additional shareholders have
undertaken to subscribe for new shares in the share issue. In total the
company has received subscription commitments corresponding to SEK 36.3
million or 27.9 per cent of the amount of the share issue. Furthermore,
the company's largest shareholder, Mats Gabrielsson, through companies,
has guaranteed to subscribe for shares worth SEK 15 million. Another of
the company's largest shareholders, Amrego Kapitalförvaltning, with 3.1
per cent of the capital, has announced that it welcomes the preferential
share issue and expressed its intention to subscribe for its share,
corresponding to around SEK 4 million.

In addition to the subscription commitments and declarations of intent
as above, a guarantee consortium, comprising Swedish and international
institutions and private individuals, have undertaken to subscribe for
shares corresponding to an amount of at most SEK 90 million (Mats
Gabrielsson's guarantee accounts for SEK 15 million of this sum). The
guarantee commitments are conditional on the Extra General Meeting
deciding on the preferential share issue in accordance with the Board's
proposal. The preferential share issue is thus guaranteed to 100 per
cent.

Erik Penser Bankaktiebolag has been appointed to advise Opcon on the
preferential share issue.

 
For further information, please contact
Mats Gabrielsson, Chairman Opcon AB, tel. 070-775 83 20
Niklas Johansson, vice president, Investor Relations, tel. 08-466 45 00,
070-592 54 53
 
Opcon AB, Box 15085, 104 65 Stockholm
Tel. 08-466 45 00, fax 08-716 76 61
e-post: info@opcon.se (info@opcon.se)
www.opcon.se (http://www.opcon.se)

Presentation of Opcon
In connection with the preferential share issue, Opcon invites you to
attend a presentation of the company.
Date: CET 15.00 on Thursday 20 October 2011
Location: Erik Penser Bankaktiebolag offices, Biblioteksgatan 9,
Stockholm
Please send notification by 18 October 2011 to niklas.johansson@opcon.se

The Opcon Group
Opcon is an energy and environmental technology Group that develops,
produces and markets systems and products for eco-friendly, efficient
and resource-effective use of energy.

Opcon has activities in Sweden, China, Germany and the UK. There are
around 400 employees. The company's shares are listed on Nasdaq OMX
Stockholm. The Group comprises two business areas:

Renewable Energy focuses on the following areas: electricity generation
based on waste heat, bioenergy-powered heating and CHP plants, pellets
plants, drying of biomass, handling systems for biomass, sludge and
natural gas, industrial cooling, flue gas condensation, treatment of
flue gases and air systems for fuel cells.

Engine Efficiency focuses on ignition systems for combustion engines
including ethanol, natural gas and biogas engines.

 
The information in this report is such that Opcon is obliged to disclose
in accordance with Swedish securities markets law and/or Swedish law on
trading in financial instruments. This information was released for
publication on 26 September 2011, at 8.30 a.m. (CET)

 
IMPORTANT INFORMATION
Publication or distribution of this press release in certain
jurisdictions may be restricted by law and persons in those
jurisdictions where this press release is published or distributed
should inform themselves about and observe such restrictions.

This press release may not be published or distributed, directly or
indirectly, in or into the United States, Canada, Australia, Hong Kong,
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to legal restrictions. The information in this press release may not be
forwarded, reproduced or disclosed in ways that conflict with such
restrictions. Failure to observe this instruction may constitute
a violation of the United States Securities Act of 1933 ("Securities
Act") or applicable laws of other jurisdictions.
This press release does not constitute an invitation or offer to
acquire, subscribe for or otherwise deal in shares, warrants or other
securities in Opcon. Invitation to interested persons to subscribe
for shares in Opcon will only be made through the prospectus that
Opcon intends to publish around the middle of October 2011.
Neither the subscription rights, paid-for subscribed shares or new
shares will be registered under the Securities Act or any provincial law
in Canada and may not be offered or sold in the U.S. or Canada or to a
resident there, or on behalf of such persons other than in exceptional
cases that do not require registration under the Securities Act or any
provincial law in Canada.