Meltron AB (publ) makes a new issue with priority for current shareholders - the issue is guaranteed in fullThis press release may not be published or distributed, neither directly nor indirectly, in or to the USA, Canada, Australia, Hongkong, Japan, New Zealand, South Korea, Switzerland, Singapore or South Africa or in any other jurisdiction where the distribution of this press release would be illegal.
The Board of Meltron AB (publ) ("Meltron" or the "Company") has today, subject to approval at the Annual Shareholders' Meeting 1st October 2021, decided the make an issue of new shares with priority for current shareholders (the "Priority Issue" or the "Offer") of approximately 26 MSEK before costs of the issue. The proceeds will primarily be used to carry out the planned, increased sales activities, incl necessary working capital, for technical and business development, for repayment of short term loans and for operations. The issue is fully secured through guarantee commitments. Background and motive
Meltron develops, manufactures and sells advanced lighting systems built on LED technologies based on over 20 years of research and development. The work of the Company has generated a high quality, patent portfolio of products. Meltron today has a set of meriting important reference customers, which sets the scene and enables the Company to win further strategically important pilot orders. The Company's ambition is to develop the pilot orders into global frame agreements.
The current expansion phase with the target of winning further prestigious pilot orders and in parallel developing signed contracts calls for increased working capital and a reinforced marketing and sales organization, also with partnerships. During the latest half year the Company has made significant progress in discussions with large, global cooperation partners, which will open new, important channels for marketing and sales. This is the background and the motive of the coming Priority Issue. The Company has received guarantee commitments of approx. 26 MSEK from two consortia of investors, one base guarantee up to 90 % of the issue and a top guarantee up to 100 % of the issue. This means the whole issue of approx. 26 MSEK is secured through pre-subscriptions and guarantees. The Company has, however, neither requested nor received bank securities for these commitments.
The Company will receive net proceeds of approx. 20 MSEK after costs for the issue and the guarantees. The base guarantors are further compensated in cash 10 % (approx. 2,3 MSEK). The top guarantors are compensated with 11 % in cash (equal to approx. 0,3 MSEK). This is irrespective of a possible supplementary directed issue of approximately 5 MSEK. Of the net proceeds 6 MSEK will be used for repayment of previous bridge loans.
Net proceeds of the Offer are planned to be used as follows:
Marketing and sales 25 %
Research, technical development, certifications 10 %
Production capacity 10 %
Repayment of bridge loans 30 %
Other working capital 25 %
The net proceeds of the Priority Issue will strengthen the Company's financial situation and is deemed, including current cash, to suffice to secure the Company's business strategy and strategic objectives for the desired development for the next 18 months. In case of a large interest the Board may have the opportunity to issue further shares on the same terms in a directed issue up to approx. 5 MSEK in a directed issue.
The Priority Issue in summary
- Registered shareholders on the balance day will receive one (1) subscription right for one (1) current share
- One (1) subscription right will give the right to subscribe for one (1) new share
- Every new share will have the same rights as current shares of the same class (the Company currently has one class of ordinary shares)
- Subscription price is 0,09 SEK/share
- The balance day for the right to participate in the Priority Issue is 4 October 2021
- At full subscription Meltron receives approx. 26 MSEK before costs for the issue
- The subscription period is 6 - 20 October 2021
- The Priority Issue is guaranteed 100 % by guarantee and pre-subscription commitments; however, the Company has neither requested nor received bank securities for these commitments.
- With a large interest the Board may have the opportunity to issue further shares on the same terms in a directed issue up to approx. 5 MSEK.
- The Annual General Meeting 1st October 2021 will be proposed to approve the Board's decision on the Priority Issue and on a reduction of share capital (see below under "Conditions of the Priority Issue"). The invitation to the Annual General Meeting will be made public on 31st August 2021.
Preliminary schedule
- Thu 30 Sept2020 Last day of trading of the share incl the right to participate
- Fri 1 Oct 2021 First day of trading of the share without the right to participate
Annual General Meeting
- Mon 4 Oct 2021 Balance day for subscription rights and right to participate in the Priority Issue
- Wed 6 Oct 2021 Preliminary date for publication of Memorandum of Issue
Subscription period starts, start of trading of subscription rights and BTA (paid shares)
- Fri 15 Oct 2021 Trading of subscription rights ends
- Wed 20 Oct 2021 Subscription period ends
- Mon 25 Oct 2021 Results of Priority Issue is published. Notes of subscription are distributed.
Conditions of the Priority Issue
The Board of Meltron decided on 30 August 2021, subject to approval by the coming Annual General Meeting (AGM), to do a Priority Issue of up to 288 219 331 new shares. The Priority Issue is also conditional on the AGM resolving to reduce the share capital, without reduction of number of shares, to cover losses and to transfer to unrestricted equity, whereby the Company's share capital is reduced from 48 141 792,25 SEK to 25 939 739,79 SEK. Provided the Board's proposal to reduce the share capital is approved by the AGM, then the nominal value of the share is reduced from 0,25 SEK/share to 0,09 SEK/share and Meltron's share capital before the issue will be 25 939 739,79 SEK and the number of shares will be 288 219 331 shares. All shares are the same class. When all shares of the issue are subscribed the Company's share capital will increase with maximum 25 939 739,79 SEK.
One (1) current share gives the right to subscribe for one (1) new share at 0,09 SEK/share. On the balance day, every current share gives one (1) subscription right and one (1) subscription right entitle subscription of one (1) new share.
in case of great interest in the issue, the Board may decide to issue further approx. 55 million shares in an additional directed issue, which would generate further proceeds of approx. 5 MSEK.
Guarantee commitments
The Priority Issue is guaranteed by contracts with external investors in a base guarantee up to approx. 23,6 MSEK, equal to approx. 90 % of the Priority Issue. The guarantee fee is 10 % of guaranteed amount in cash. Additionally, a top guarantee has been syndicated for the remainder up to 100 % of the issue, approx. 2,3 MSEK. Top guarantors are compensated with 11 % of guaranteed amount in cash, approx. 0,3 MSEK. No cash or other assets have been pledged and no other securities have been provided for these commitments. Further information on the parties of the guarantee commitments will be presented in the Memorandum of Issue, which in accordance with the preliminary schedule above will be available 6 October 2021.
Advisors
G&W Fondkommission is the financial advisor of Meltron for the Priority Issue. Aktieinvest FK AB is the issuing institute. The law firm Delphi is legal advisor to the Company.
Meltron - "More than Just Light"
Meltron AB designs, manufactures and sells LED lighting solutions which are based on interdisciplinary application of electronics, optics, thermodynamics and nano-structures. "More than Just Light" translates into energy savings, superior light quality, product life-time savings, increased productivity, safety and wellbeing for all. Meltron provides high quality solutions for the most demanding environments in infrastructure, industry, logistics and agriculture. Read more at www.meltron.com
Meltron is traded on NGM Nordic SME under short name MLTR. For further information, contact:
Göran Lundgren, chairman of the Board
Ph: +46 70 467 40 40
E-mail: [email protected]
Meltron AB (publ)
Malmgårdsvägen 63, 116 38 Stockholm.
Org. nr: 556988-9834. Web page: www.meltron.com
This information is information that Meltron AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and to regulatory requirements for trade on NGM Nordic SME. The information was submitted for publication in Swedish, by the contact person set out above, on 30th Aug 2021, at 08.30 CET. This English version is published as a service; in case of discrepancies the Swedish version will prevail
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