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The Board of Directors of Metacon AB (publ) (“Metacon” or the “Company”) has today, conditional on the approval of the extraordinary general meeting, resolved on a rights issue of approximately SEK 137.5 million (the “Rights Issue”). The subscription price has been determined to SEK 0.20 per share. Those who on the record date on 20 November 2024 are registered as shareholders in Metacon will receive one (1) subscription right for each share held. One (1) subscription right will entitle to subscription for one (1) share. The Company has received subscription commitments from existing shareholders and members of the Board of Directors and management which in total amount to approximately SEK 2.8 million, corresponding to approximately 2.0 percent of the Rights Issue. The Company has also received guarantee undertakings subject to customary conditions which, in aggregate, amount to SEK 108 million, corresponding to approximately 78.6 percent of the Rights Issue. No guarantee commitment covers the subscription of and payment for shares in the Rights Issue in excess of SEK 110 million. Consequently, the Rights Issue is covered by way of subscription commitments and guarantee undertakings to a total of SEK 110 million, corresponding to approximately 80.0 percent of the Rights Issue. To ensure a smooth execution of the order from Motor Oil, which was announced in August 2024, the Company has entered a bridge loan agreement of 50 MSEK at market terms (the “Bridge Loan”). In addition to the Rights Issue, the Company may, in case of interest from strategic investors, resolve on a directed issue during the 180-day lock-up period (the “Directed Issue”).
Notice to the extraordinary general meeting for the resolution to approve the Rights Issue and amendments to the articles of association regarding share capital and the number of shares, which will be held on 15 November 2024, will be published through a separate press release.
Summary
- The Board of Directors of Metacon has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting. Further, the Rights Issue is conditional upon the extraordinary general meeting approving amendments to the articles of association.
- The extraordinary general meeting will be held on 15 November 2024 and the notice will be published through a separate press release.
- The net proceeds from the Rights Issue are intended to be used for the following purposes listed in order of priority; (i) Repayment of the Bridge Loan, (ii) International expansion and capacity-build, (iii) Working capital, (iv) Investments in production and manufacturing facilities and (v) Development of partnerships.
- If the Rights Issue is fully subscribed, the Company will receive approximately SEK 137.5 million before deduction of transaction costs.
- The subscription price is SEK 0.20 per share.
- Those who on the record date on 20 November 2024 are registered as shareholders in Metacon will receive one (1) subscription right for each share held.
- One (1) subscription right entitles to subscription for one (1) share.
- The subscription period in the Rights Issue runs from and including 22 November 2024, up to and including 6 December 2024.
- Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 50.0 percent but will have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights.
- The subscription commitments from existing shareholders and member of the Board of Directors and management amount to approximately SEK 2.8 million, corresponding to approximately 2.0 percent of the Rights Issue.
- The Company has also received guarantee undertakings which, in aggregate, amount to SEK 108 million, corresponding to approximately 78.6 percent of the Rights Issue. No guarantee commitment covers the subscription of and payment for shares in the Rights Issue in excess of SEK 110 million. Consequently, the Rights Issue is covered by way of subscription commitments and guarantee undertakings to a total of SEK 110 million, corresponding to approximately 80.0 percent of the Rights Issue.
- The full terms and conditions of the Rights Issue will be available in the prospectus which is expected to be published around 20 November 2024.
- To ensure a smooth execution of the order from Motor Oil, which was announced in August 2024, the Company has entered a bridge loan agreement of 50 MSEK at market terms.
- In addition to the Rights Issue, the Company may, in case of interest from strategic investors, resolve on a directed issue during the 180-day lock-up period.
Christer Wikner, CEO of Metacon comments:
“We are in an expansive phase where Metacon has taken significant steps forward and shown that we can win individual contracts worth several hundred million SEK, which entails a large initial capital commitment. In order to meet expected demand and continue our growth journey, we therefore need to strengthen our capital. The rights issue also gives us the opportunity to continue preparations for our own large production capacity, continued international expansion and to strengthen long-term partnerships. We look forward to continuing to build on our success and strengthening our position in the market.”
Background and rationale
In order to support Metacon’s strategy and opportunities to achieve its future commercial and financial goals, the Company has decided to carry out the Rights Issue. The net proceeds from the Rights Issue are expected to help the Company to promote growth and commercialization, strengthen the working capital and the Company’s production capacity, which includes, among other things, the establishment of the manufacture of Metacon’s patent-protected catalytic reactors, which are the heart of the Company’s reforming products, and the start of the establishment of a factory for the manufacture of alkaline pressurized electrolysis plants in Sweden alternatively somewhere else in Europe with an expected capacity of 1 GW fully developed. This is deemed necessary in order to be able to meet expected demand from Metacon’s future customers as well as the previously announced collaborations with PERIC for the Chinese market and for ongoing collaboration projects with the Company’s partners in ammonia for deep sea shipping and ethanol-to-hydrogen for rapid charging of battery vehicles and so called microgrids. Furthermore, the Company plans to expand internationally, invest in research and development and strengthen its organizational capacity to effectively manage growth and optimize operations.
Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive approximately SEK 137.5 million before deduction of transaction costs. Given the Company’s current business plan and considering the abovementioned background, the Company will use the net proceeds for the following purposes listed in order of priority:
- Approximately 50 percent will be used for repayment of the Bridge Loan, including interest and a set-up fee. The Bridge Loan amounts to SEK 50 million and aims to ensure a smooth execution of the order from Motor Oil, which was announced in August 2024.
- Approximately 10 percent will be used for international expansion and capacity-build, with the aim of increasing global presence and accelerating sales and marketing activities.
- Approximately 20 percent will be used to strengthen the Company’s working capital including trade finance needs in order to meet the increased demand for electrolysers and associated systems for storage, transportation and refueling stations in ongoing and new customer orders.
- Approximately 10 percent will be used for investments in production and manufacturing facilities to increase production capabilities, mainly in the Patras site, Greece.
- Approximately 10 percent will be used to develop strategic partnerships and growth initiatives with industry-leading players in the biogas, hydrogen, and related industrial sectors, including the establishment of demonstration sites to accelerate sales efforts through long-term partnerships.
The Bridge Loan
To ensure a smooth execution of the order from Motor Oil, which was announced in August 2024, the Company has entered the Bridge Loan of 50 MSEK at market terms. Given the liquid funds held as collateral for bank guarantees related to this project, the Bridge Loan will also provide the necessary working capital to maintain momentum in ongoing projects, while enabling Metacon to act on additional strategic growth opportunities. The Bridge Loan will be repaid with the proceeds from the Rights Issue.
Extraordinary general meeting
The Board of Directors intends to convene an extraordinary general meeting through a separate press release, which will be held on 15 November 2024, to approve the Rights Issue and amendments to the articles of association regarding share capital and the number of shares.
The Rights Issue
Shareholders who are registered in the share register in Metacon on the record date on 20 November 2024 will receive one (1) subscription right for each share held in the Company. One (1) subscription right entitles to subscription for one (1) share. The subscription price is SEK 0.20 per share, which means that Metacon will receive gross proceeds of approximately SEK 137.5 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights.
Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue and amendments to the articles of association regarding share capital and the number of shares, the number of shares in Metacon will increase by 687,430,625, from 687,430,625 to 1,374,861,250 and the share capital will increase by a maximum of SEK 6,874,306.25, from SEK 6,874,306.25 to SEK 13,748,612.50.
Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 50.0 percent (calculated on the total number of outstanding shares and votes in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.
The last day of trading in Metacon’s share including the right to receive subscription rights in the Rights Issue is on 18 November 2024. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 19 November 2024. The subscription period, with or without the support of subscription rights, runs from and including 22 November 2024 up to and including 6 December 2024. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 22 November 2024 up to and including 3 December 2024 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 22 November 2024 to around 19 December 2024.
The complete terms and conditions of the Rights Issue and information about the Company will be presented in a prospectus that is expected to be published on the Company’s website around 20 November 2024.
Subscription commitments and guarantee undertakings
The Company has received subscription commitments from existing shareholders and member of the Board of Directors and management, which in total amount to approximately SEK 2.8 million, corresponding to approximately 2.0 percent of the Rights Issue.
Guarantors have provided guarantee undertakings subject to customary conditions which, in aggregate, amount to SEK 108 million. No guarantee commitment covers the subscription of and payment for shares in the Rights Issue in excess of SEK 110 million. Consequently, the Rights Issue is covered by way of subscription commitments and guarantee undertakings to a total of SEK 110 million, corresponding to approximately 80.0 percent of the Rights Issue
No fee is paid for submitted subscription commitments. A guarantee fee will be paid to the guarantors, based on current market conditions, of twelve (12) percent of the guaranteed amount in cash. Neither the subscription commitments nor the guarantee undertakings are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.
Further information regarding the parties who have entered into subscription commitments and guarantee undertakings will be presented in the prospectus that will be made public before the commencement of the subscription period.
The Directed Issue
In addition to the Rights Issue, the Company may, in the event of significant interest from strategic investors, resolve to carry out the Directed Issue. The subscription price in the Directed Issue will not be lower than the subscription price in the Rights Issue.
Lock-up undertakings
Prior to the execution of the Rights Issue, all members of the Board of Directors and senior management of the Company which are shareholders in the Company have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the settlement date in the Rights Issue.
Furthermore, the Company has undertaken towards Pareto Securities AB, subject to customary exceptions and exception for the potential Directed Issue, not to issue additional shares or other share-related instruments for a period of 180 days after the end of the subscription period.
Preliminary timetable
| Extraordinary general meeting | 15 November 2024 |
| Last day of trading in shares including right to receive subscription rights | 18 November 2024 |
| First day of trading in shares excluding right to receive subscription rights | 19 November 2024 |
| Planned publishing date of prospectus | 20 November 2024 |
| Record date for the Rights Issue | 20 November 2024 |
| Trading in subscription rights | 22 November – 3 December 2024 |
| Subscription period | 22 November – 6 December 2024 |
| Trading in paid subscribed share (BTA) | 22 November – 19 December 2024 |
| Expected announcement of the preliminary outcome in the Rights Issue | 6 December 2024 |
Prospectus
A prospectus and subscription form will be made available before subscription period commence on Metacon’s website, www.metacon.com and on Pareto Securities AB:s website, www.paretosec.com.
Advisers
Pareto Securities is Sole Manager and Bookrunner, Advokatfirman Schjødt is legal adviser to the Company and Baker & McKenzie Advokatbyrå KB is legal adviser to Pareto Securities in connection with the Rights Issue.
For further information, contact:
Christer Wikner
CEO
info@metacon.com
+46 70 7647 389
This press release constitutes inside information that Metacon AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted, through the agency of the contact person above, for publication on 15 October 2024, 17.35 CEST.
About Metacon AB (publ)
Metacon AB (publ) develops and manufactures energy systems for the production of fossil-free “green” hydrogen. The products in the Reforming business area are based, among other things, on a patented technology that generates hydrogen through so-called catalytic steam reforming of biogas or other hydrocarbons. The development of Metacon’s reforming products is done within the wholly owned subsidiary Metacon S.A in Patras, Greece. The business is focused on catalytic process chemistry and advanced reformers for highly efficient hydrogen production.
Metacon also offers complete electrolysis plants and integrated hydrogen refueling stations, a large and globally growing area for small- and large-scale production of green hydrogen. Electrolysis is a process of driving a chemical reaction to split water by adding electricity. If the electricity used is non-fossil, the hydrogen will also be fossil-free and climate-neutral. Green hydrogen can be used in sectors such as transport, basic industry and the real estate sector, with a better environment and climate as a result. www.metacon.com
For further information, see:
www.metacon.com | X: @Metaconab| LinkedIn: www.linkedin.com/company/metaconab
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, Singapore, South Korea or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Metacon AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that Metacon AB (publ) expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zealand, Russia, Singapore, South Africa or South Korea and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of “investment professional” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Metacon AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely 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) local 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 shares in Metacon have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Metacon may decline and investors could lose all or part of their investment; the shares in Metacon offer no guaranteed income and no capital protection; and an investment in the shares in Metacon 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 the Rights Issue.
For the avoidance of doubt, 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, or purchase, or take any other action whatsoever with respect to the shares in Metacon.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Metacon and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
