Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Industri |
Industri | Industriprodukter |
Freemelt Holding AB (publ) (“Freemelt” or the “Company”) announces the preliminary outcome for the Company’s rights issue of up to 22,918,518 units, consisting of six (6) shares and two (2) warrants of series TO 1 in the Company each (the “Rights Issue”), for which the subscription period ended today, 20 February 2025. The preliminary outcome indicates that 11,466,155 units, corresponding to approximately 50.0 per cent of the Rights Issue, have been subscribed for with the support of unit rights. Additionally, applications for subscription of 101,334 units without the support of unit rights, corresponding to approximately 0.4 per cent of the Rights Issue, have been received. In aggregate, the subscriptions with the support of unit rights and the applications for subscription of units without the support of unit rights correspond to approximately 50.5 per cent of the Rights Issue. Hence, guarantee commitments of preliminary 8,169,353 units, corresponding to approximately 35.6 per cent of the Rights Issue, will be utilized. The Rights Issue will provide the Company with proceeds of approximately SEK 90.0 million before deduction of costs related to the Rights Issue. Upon full exercise of all the warrants of series TO 1 the Company is expected to receive additional proceeds of up to approximately SEK 40.0 million before deduction of cost related to the exercise of the warrants.
On 27 January 2025, the board of directors of Freemelt resolved, with support of the authorisation granted at the extraordinary general meeting on 24 January 2025, on the Rights Issue. The subscription price in the Rights Issue was SEK 4.56 per unit, corresponding to SEK 0.76 per share.
Preliminary outcome
The preliminary outcome indicates that 11,466,155 units, corresponding to approximately 50.0 per cent of the Rights Issue, have been subscribed for with the support of unit rights in the Rights Issue. Additionally, applications for subscription of 101,334 units without the support of unit rights, corresponding to approximately 0.4 per cent of the Rights Issue, have been received. Thus, the preliminary outcome indicates that the Rights Issue is subscribed to approximately 50.5 per cent, with and without the support of unit rights, and that guarantee commitments of 8,169,353 units, corresponding to approximately 35.6 per cent of the Rights Issue, will be utilized. The Rights Issue will provide the Company with proceeds of approximately SEK 90.0 million before deduction of costs related to the Rights Issue. Upon full exercise of all the warrants of series TO 1 the Company is expected to receive additional proceeds of up to approximately SEK 40.0 million before deduction of cost related to the exercise of the warrants.
Notice of allotment
Those who have subscribed for units without the support of unit rights will be allocated units in accordance with the principles set out in the prospectus published by the Company on 4 February 2025. Notice of allotment to the persons who subscribed for units without the support of unit rights is expected to be distributed on 24 February 2025. Subscribed and allotted units shall be paid in cash in accordance with the instructions on the settlement note. Subscribers who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominee's procedures. Only those who have been allotted units will be notified.
Final outcome
The final outcome of the Rights Issue is expected to be published on 21 February 2025. The last day of trading in paid subscribed units (Sw. BTU) is expected to be on 5 March 2025. The new shares and warrants of series TO 1 subscribed for with and without the support of unit rights are expected to be traded on Nasdaq First North Growth Market on or about 11 March 2025.
Advisers
Pareto Securities is Sole Manager and Bookrunner, Setterwalls Advokatbyrå is legal adviser to the Company and Advokatfirman Schjødt is legal adviser to Pareto Securities in connection with the Rights Issue.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued the Company in any jurisdiction where such offer or sale would be unlawful.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
This announcement is not a prospectus for the purposes Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”). A prospectus regarding the Rights Issue described in this press release was published by the Company on 4 February 2025. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen) and is published on www.freemelt.com. The approval of the prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the units offered under the Rights Issue. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
In any EEA Member State other than Sweden (each, a “Relevant Member State”), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.
This communication is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Forward-looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Information to distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”).
Irrespective of the Target Market Assessment, distributors should note that: the price of the securities in the Company may decline and investors could lose all or part of their investment; the Company’s securities offer no guaranteed income and no capital protection; and an investment in the Company’s securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering.
The Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the securities of the Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the securities of the Company and determining appropriate distribution channels.