Following the announcement of plans to carry out a secondary listing on First
North Sweden on 7th of December 2015, the Board of Directors of Cleantech Invest
Plc (“Cleantech Invest” or the “Company”) has decided to arrange a small
directed share issue in Sweden (the “Offering”) and apply for listing of the
Company’s class A shares on First North Sweden.
The Company will today publish the company description in relation to the
Offering and contemplated secondary listing. The company description contains
information that has not been previously published. This information is
disclosed in this company release.
Reasons for the secondary listing and the Offering
Combined revenue in Cleantech Invest current portfolio has grown by
approximately 200% during 2015 and the Company is well on its way towards the
strategic goal of becoming Europe’s leading cleantech accelerator. This Offering
and contemplated secondary listing broadens the Company’s ownership base,
increases awareness of the Company in Sweden, and makes Cleantech Invest a truly
Nordic cleantech accelerator listed in dual countries. This action is one of
many on the journey to achieving the strategic goal and one that is done to
increase opportunities of continued value growth long term. The proceeds from
the Offering will be largely used to secure growth in current portfolio and to a
smaller extent to finance a small selected number of new investments.
CEO Alexander “Bigge” Lidgren comments: “Our portfolio is performing at an
astonishing rate and I could hardly ask for a better day to invite Swedish
investors to take part in our Offering. I believe that a Swedish shareholder
base will be excited about growing companies that solve some of the biggest
challenges of our time and welcome them to join us.”
Chairman of the Board Lassi Noponen: “A parallel listing that solidifies
Cleantech Invest’s presence in Sweden is the main goal of today’s project. We
will benefit from the access to the Swedish capital market, but in light of the
current extraordinary positive development of some of our portfolio companies,
we have selected to do a very small emission at the time of this market entry,
in order to minimize dilution to current shareholders.”
Summary of the Offering
· The Offering will consist of a maximum of 1,075,270 new class A shares (the
"Offer Shares"), representing approximately 5.27 per cent of the total number of
the Company’s shares outstanding and 0.91 percent of the votes after the
Offering. If the Offering is oversubscribed, the Board of Directors of the
Company may resolve to issue up to a maximum of 215,050 additional new Offer
Shares the (“Additional Share Allotment”).
· The subscription period for the Offer Shares (the “Subscription Period”)
commences on 19 February 2016 at 09:30 Swedish time, and ends on 7 March 2016 at
16:30 Swedish time.
· The subscription price is SEK 9.30 per Offer Share.
· Approximately SEK 10 million before the transaction costs will be raised in
the Offering if the Offering is fully subscribed.
· In addition, Cleantech Invest offers each subscriber of the Offer Shares one
(1) stock option (the “Stock Option”) free of charge for every Offer Share
subscribed and paid for in the Offering, the subscription of which the Board of
Directors has approved. Each two (2) Stock Options entitle its holder to
subscribe for one (1) new class A share in the Company for a subscription price
of SEK 13,00 per share during the subscription period of 1 November 2016 – 30
November 2016. The maximum number of Stock Options is 1,290,320 if the Offering
and the Additional Share Allotment are fully subscribed.
· Subscription commitments have been received corresponding to approximately
50% of the Offering.
· Expected first day of trading on First North Sweden is 6 April 2016, with
the ticker CLEANT.
Preliminary timetable for the Offering
15 February Resolution regarding the Offering by the Board of Directors
2016
15 February The company description is published
2016
19 February – The subscription period for the Offering
7 March 2016
10 March 2016 Announcement of preliminary outcome
16 March 2016 Due date of payment for Offer Shares
March 2016 Delivery of Offer Shares and Stock Options
6 April 2016 Trading in the Offer Shares begins on First North Sweden
6 April 2016 Trading in the Stock Options begins on First North Sweden
Company description
Cleantech Invest has prepared a company description relating to the Offering in
Swedish. The company description is available at Cleantech Invest’s website
(www.cleantechinvest.com/swe2016), Eminova Fondkommission AB’s website
(www.eminova.se ) and G&W Fondkommission AB’s website (www.gwkapital.se )
approximately as per 15 February 2016.
Subscription location of the Offering
Eminova Fondkommission AB
Biblioteksgatan 3, 3 tr, 111 46 Stockholm, Sweden
Email: info@eminova.se
Phone: 08-684 211 00, Fax: 08- 684 211 29
Website: www.eminova.se
Information that has not been previously published
On pages 57-59 of the company description, preliminary, non- audited financial
results for 2015 are presented in the form of income statement, balance sheet
and cash flow analysis. The key points of the main new information that has not
been previously published is presented below:
Key figures (preliminary, non-audited)
EUR ‘000 1-12/2015
Turnover 249
Result for the financial period -786
Cash and cash equivalents at end of period 747
Shareholders’ equity at end of period 6,033
Income Statement: revenue and result (preliminary, non-audited)
All figures given in kEUR (EUR ‘000), unless otherwise mentioned.
Revenue
The company’s revenue in 2015 was EUR 249k (1-12/2014: EUR 89k).
Expenses
Materials and services expenses in 2015 were EUR 57k (EUR 8k).
Personnel costs in 2015 amounted to EUR 593k (EUR 442k). This was affected by an
extraordinary one-time cost of 104k EUR in relation to former managing director
leaving the company. Other operating expenses were a total of EUR 315k (EUR
240k).
Depreciation, amortization and write-downs
Depreciation, amortization and write-downs of intangible and tangible assets in
2015 were a total of EUR 132k (EUR 94k).
Operating profit/loss
The company’s operating loss for 2015 was EUR 849k (EUR 693k).
Financial income and expenses
Financial income in 2015 was a total of EUR 69k (EUR 2k) and financial expenses
were a total of EUR 13k (EUR 177k).
Result for the period
Net loss of the year 2015 was EUR 786k (EUR 868k).
Balance sheet: financing and investments (preliminary, non-audited)
All figures given in kEUR (EUR ‘000), unless otherwise mentioned.
The balance sheet value of the investments in the associate companies amounted
to EUR 4,317k. Shareholders’ equity at end of period was EUR 6,033k.
Associate companies’ performance during the year 2015 (preliminary, non-audited)
Turnover figures of 2015 for associate companies are preliminary and non
-audited.
On pages 26-53 of the company description, associate companies’ preliminary, non
-audited revenue figures for 2015 are presented and annual revenue growth
figures are presented for some of the associate companies. Compilation of the
key information is presented below:
Associate 1-12/2015 Turnover, EUR Personnel Revenue growth
company 31.12.2015 2014-2015 in
%
Swap.com Not disclosed, monthly revenue 205 297
(Netcycler corresponds to yearly run-rate of
Oy) >10MUSD
Nocart Oy 3,900,000 16 323
Nuuka 201,390 8 30
Solutions
Oy
Savo-Solar 2-2,500,000 43 >100%
Oy
Enersize 93,000 7 50
Oy
Sofi 250,000 5 114
Filtration
Oy
Aurelia - 6
Turbines Oy
Eagle 1,650,000 9
Filters Oy
Lumeron Oy - 1
Metgen Oy 17,600 14
One1 Oy 320,000 5 36
Oricane 1,136,580 (SEK) 2
PlugSurfing 250,000 8
GmbH
Sansox Oy 50,000 8
Watty AB 80,000 13
Conversion of shares
The Board of Directors of Cleantech Invest has resolved to convert 300,000 class
K shares of the Company, owned by Flaxi Ky, into 300,000 class A shares of the
Company. The conversion was registered with the Trade Register on 12 February
2016 and trading on the converted shares will begin on 15 February 2016 on First
North Finland. After the conversion, Cleantech Invest has 14,193,707 class A
shares and 5,150,000 class K shares.
IMPORTANT NOTICE
This release or the information contained therein shall not be distributed,
directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand,
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. Cleantech Invest 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. Investors should not subscribe for or purchase any
securities or make any investment decisions referred to herein except on the
basis of information contained in a company description issued by Cleantech
Invest.
Contact information, financial advisors:
Alexander Lidgren, Managing Director of Cleantech Invest Plc
tel. +46 73 660 1007, alexander.lidgren@cleantechinvest.com
Certified Advisor Access Partners Oy, tel. +358 9 682 9500
G&W Fondkommission AB is acting as financial advisor of the Company in the
Offering. Smartius Oy is acting as the legal advisor of the Company on aspects
of the Offering related to the Finnish law. For more information about G&W
Fondkommission AB, see www.gwkapital.se
Cleantech Invest in brief
Cleantech Invest focuses on clean energy and efficient use of natural resources.
The company has minority ownerships in a diversified portfolio of companies and
is actively looking for new capital light and high impact businesses within the
cleantech universe. Cleantech Invest invests in the most promising early-stage
and growth cleantech companies in Finland, Sweden and in the Baltic Sea area.
The company management team members are international pioneers in cleantech
investing. Cleantech Invest is also a designated Accelerator in the Vigo Program
initiated by the Ministry of Employment and the Economy.
www.cleantechinvest.com.
Cleantech Invest portfolio in strong revenue growth, share issue and listing on FN Stockholm, discloses information not previously published
| Source: Cleantech Invest Oy