BoMill Board of Directors proposes a secured new share issue of maximum SEK 16.8 million to take the next step in further scaling up the commercialization of BoMill InSight

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The board of directors of BoMill AB (”BoMill” or the ”Company”) proposes a share issue with preferential rights for the shareholders to be resolved at the annual general meeting on 12 April 2024 (the “Rights Issue”). The Rights Issue provides the Company with a maximum amount of approximately SEK 16.8 million before transaction costs. Every holding of ten (10) existing shares entitles the right to subscribe for three (3) new shares at a subscription price of SEK 0.60 per share. The subscription period is proposed to be 25 April – 14 May 2024 with trading in the subscription rights during 25 April – 8 May 2024. The maximum dilution of shares and votes is approximately 23%.

The subscription of the Rights Issue is secured corresponding to 100 percent of the maximum amount of the Rights Issue by undertakings the Company has received according to below. The undertakings have been made without any compensation.

Convening notice for the annual general meeting that resolves on the Rights Issue will be published in a separate press release on 12 March 2024.

Background and reason

The net proceeds from the Rights Issue will be used to take the next step of scaling up the commercialization of BoMill’s new generation of grain sorting equipment, BoMill InSight™, and support the continuous operations of the company.

Following the field-testing phase, BoMill InSight™ was launched in early 2023, and up until today, the Company has received six orders of a total amount of approximately SEK 14.6 million from five customers, and five BoMill InSights are installed at the customers’ sites. The intention is to exploit further the European market as well as the markets in North and South America. In collaboration with local partners, BoMill’s commercial activities in these markets will intensify during 2024.

“With the proposed share issue, we can continue our commercialization of BoMill InSight™. The capitalization will strengthen the company's financial position in the short run and boost our sales and marketing activities, supporting our efforts in the North and South American markets. I am very pleased with the confidence investors show by committing to our rights issue and that they have acknowledged our sustainable and unique offer for grain sorting", says Andreas Jeppsson CEO, BoMill AB.

Preliminary time schedule for the proposed Rights Issue

• 17 April 2024: Last day of trading in BoMill shares, including subscription rights.
• 18 April 2024: First day of trading in BoMill shares, excluding subscription rights.
• 19 April 2024: Record date for the right to subscription rights.
• 25 April – 8 May 2024: Trading in subscription rights. 
• 25 April - 14 May 2024: Subscription period.
• 25 April 2024 - week 23/24, 2024: Trading with shares as BTA (paid-up subscribed shares), will continue until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to be week 23/24, 2024.
• 17 May 2024: Announcement regarding the outcome of the subscription of the Rights Issue.

Summary of the Rights Issue’s conditions

• Subscription price SEK 0.60 per new share. No commission is paid.
• Ten (10) existing shares in BoMill at the record date 19 April 2024 entitle the preferential right to subscribe to three (3) shares by that each existing share entitles to one (1) subscription right, and ten (10) subscription rights provide the preferential right to subscribe three (3) shares.
• BoMill will receive a maximum amount of approximately SEK 16.8 million by the Rights Issue before transaction costs, which preliminary is estimated to be approximately SEK 1.0 million.
• Subscription rights that are not exercised during the subscription period become invalid and lose their value. Subscription rights that are not intended to be used shall be sold at the latest on 8 May 2024 to not expire without value.
• The Rights Issue may increase BoMill’s share capital with a maximum of SEK 307 091.862 to SEK 1 330 731.402. The number of shares will increase with a maximum number of 27 917 442 shares from 93 058 140 shares to a total maximum of 120 975 582 shares. The maximum dilution of shares and votes is approximately 23%.
• Also, those that are not shareholders are entitled to subscribe shares in the Rights Issue. The shares that are subscribed without the support of subscription rights shall be allotted in accordance with the following:

1. Firstly, to those who have subscribed shares with the support of subscription rights, regardless of whether they were shareholders on the record day or not, and in the event of oversubscription, in relation to the number of exercised subscription rights in this category, and if this cannot be realized, by draw;
2. Secondly, to those who have subscribed shares without the support of subscription rights and not included in item a) above, regardless of whether they were shareholders on the record day or not, in relation to the number of subscribed shares in this category, and if this cannot be realized, by draw; and
3. Thirdly, to those who have entered into a commitment regarding subscription and payment of the shares that have not been allotted to and/or paid by other subscribers, pro rata in relation to the maximum amount committed to subscribe or other agreed allocation among them that have entered into such commitment.

The subscription of the proposed Rights Issue is secured corresponding to 100 percent of the maximum amount of the Rights Issue by undertakings from:

1. some of the current shareholders that have committed to exercise in full their preferential rights to subscribe shares in the Rights Issue in respect of their current holdings for an amount of approximately SEK 10.2 million, corresponding to approximately 61% of the maximum amount of the proposed Rights Issue; and
2. an external investor has committed to subscribe to such shares that are not subscribed by others for a maximum amount of approximately SEK 6.6 million, corresponding to approximately 39% of the maximum amount of the proposed Rights Issue.

The undertakings from the current shareholders and the external investor have been made without any compensation. However, the commitments to subscribe are not secured by a bank guarantee, blocked funds, pledging or similar arrangements. Full information about the parties that have entered into the undertakings to subscribe will be provided in the Company’s EU growth prospectus.

Prospectus

An EU growth prospectus will be prepared and published no later than the subscription period begins. A press release will be sent when the prospectus is published on BoMill’s website (www.bomill.com) and Nordic Issuing’s website (www.nordic-issuing.se).

The date of the annual general meeting and the reporting date of Q1 2024 report are brought forward

The board of directors has decided to bring forward the date of the annual general meeting, and the publication of the quarterly report for January - March 2024, from 16 May 2024 to 12 April 2024 for the resolution of the Rights Issue to be taken by the annual general meeting and provide information on the outcome of Q1 2024 to the shareholders concerning their decision to subscribe shares in the Rights Issue.

Issuer agent

Nordic Issuing acts as the issuer agent in connection with the Rights Issue.

This press release contains inside information that BoMill AB (publ) is required to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication on March 12, 2024, at 08:30 CET.