The Share issue
The Company’s board of Directors has today resolved on a directed share issue of 2,259,887 shares, at a subscription price of SEK 1.77 per share, indicating that the Company will receive SEK 4.0 million before transaction costs. The Share issue was decided with the authorization from the annual general meeting on May 16, 2024. The Share issue has been directed to a group of investors, among others, Tenesta Holding AB and Mesta AS who currently are shareholders in the Company. The Company intends to use the net proceeds from the Share issue to strengthening the Company's financial position by strengthening the equity, which will enable the Company to continue its growth journey.
The subscription price corresponds to the volume-weighted average price during the period 31st of May 2024 through 14th of June 2024, for the Company's shares on Nasdaq First North Growth Market. The subscription price has been determined through negotiations at arm's length between Mesta and the Company based on the current market price of Klimator's share. Against this background, it is the board's assessment that the subscription price reflects prevailing demand and market conditions and is thus to be considered to be market-based. The issue means that the number of shares in Klimator increases from 28,824,751 to 31,084,638. The company's share capital increases from 1,441,237.55 SEK to 1,554,231,90 SEK. The issue entails a dilution of approximately 7.3 percent of the number of shares and votes in Klimator.
 
Deviation from shareholder preferential right
After careful consideration, the Company's board of directors has made the assessment that a new share issue with a deviation from the shareholders' preferential right is a better alternative for the Company and the Company's shareholders than a rights issue and that it is in the interest of both the Company and its shareholders to carry out the issue.
 
The Board of Directors assesses that a targeted new share issue enables the Company to acquire capital in a fast and cost- and resource-efficient manner. The directed issue is carried out without any discount against the volume-weighted average price and against this background, it is the board's assessment that the subscription price reflects prevailing demand and market conditions and is thus to be considered market-based.
The reduced time required for the issue process means, among other things, a reduced exposure to price fluctuations on the stock market, that the opportunity is quickly given to benefit from current interest in the Company's share and that the Company's management can focus more quickly on the Company's continued development. In addition, the costs of a directed issue are judged to be lower than in a rights issue where, among other things, a possible guarantee consortium would have to be procured. The board's overall assessment is therefore that the reasons for carrying out the issue outweigh the reasons that justify a deviation from the main rule that new issues must be carried out with preferential rights for the shareholders.