GomSpace has decided to request disbursement of EUR 5 million under existing credit facility and issues warrants related thereto
Today, GomSpace A/S (a wholly-owned subsidiary of GomSpace Group AB (“GomSpace” or the “Company”)) has decided to request disbursement of the first tranche (tranche A) amounting to EUR 5 million under the existing credit facility with the European Investment Bank (the “EIB”). Disbursement of the tranche is expected in the coming weeks subject to the fulfilment of certain conditions including the delivery of warrants to the EIB entitling to subscription of 1,650,783 new shares in the Company (subject to potential recalculations in accordance with the terms and conditions for the warrants). As a result thereof, the board of directors of the Company has resolved to issue warrants with support from the authorisation granted by the annual general meeting held in 2022.
As announced through a press release on November 25, 2022, GomSpace A/S has entered a finance contract with the EIB under which GomSpace A/S has been granted a credit facility of up to EUR 18 million for a research and development project relating to an enlarged satellite platform, part of the product investment program announced by GomSpace earlier in 2022.
Today, GomSpace has decided to make use of the facility and request disbursement of the first tranche (tranche A) amounting to EUR 5 million.
Disbursement of tranche A by the EIB is subject to certain conditions including the delivery of warrants to the EIB entitling to subscription of 1,650,783 new shares in the Company (subject to potential recalculations in accordance with the terms and conditions for the warrants). The disbursement is expected to take place in the coming weeks.
To enable delivery of the relevant number of warrants to be delivered to the EIB as a condition for disbursement of tranche A, and for the purpose of facilitating the potential delivery of additional warrants should GomSpace choose to request disbursement of additional tranches under the credit facility, the board of directors of the Company has resolved to issue a total of 3,301,566 warrants with support from the authorisation granted by the annual general meeting held in 2022 (i.e. the maximum number of warrants that may be transferred to the EIB should GomSpace choose to make use of the entire EUR 18 million credit facility). As a condition for disbursement of tranche A, the Company will transfer 1,650,783 warrants to the EIB. The remaining warrants will be kept by the Company until and if GomSpace choose to make use of the remaining tranches of the credit facility (i.e. tranche B and C, respectively).
EIB will not pay any consideration for the warrants, and each warrant will entitle to subscription of one (1) new share in the Company against payment of a subscription price corresponding to the quotient value of the Company’s shares (currently SEK 0.07 and as agreed when negotiating the credit facility agreement) at the relevant time of exercise (subject to potential recalculations in accordance with the terms and conditions for the warrants). The warrants are exercisable until up to and including 31 December 2039.
Subject to certain conditions, GomSpace has a contractual right and obligation to purchase all or part of the warrants back against payment of the fair market value of the aggregate number of new shares that the warrants entitle to subscription for, minus the subscription price for such new shares. The buy-back obligation (which is capped at EUR 3,750,000 in respect of the 1,650,783 warrants to be delivered to the EIB as a condition for disbursement of tranche A, EUR 2,625,000 in respect of the 1,155,548 warrants to be delivered to the EIB as a condition for disbursement of tranche B and EUR 1,115,000 in respect of the 495,235 warrants to be delivered to the EIB as a condition for disbursement of tranche C, respectively) may be fulfilled by a third party nominated by the Company and will be triggered upon the request by the EIB upon or at any time after the occurrence of (i) a prepayment event or event of default under the finance contract, (ii) a delisting of the Company’s shares, (iii) a sale, assignment, transfer or other disposal (or series of such events) of 25 percent of the assets and undertakings of the group, (iv) a transaction or event whereby one or more persons either individually or acting in concert acquire the possession (directly or indirectly) of more than 50 percent of the voting power or the power to direct or cause the direction of management or policies of the Company by ownership, contract or otherwise, or (v) the date that falls five (5) years following the date of the finance contract (entered into on November 25, 2022).
In addition to customary anti-dilution protection provisions, the terms and conditions for the warrants include anti-dilution protection in respect of issuances of new shares, warrants and/or convertible debentures with deviation from the shareholders’ preferential rights (i.e. directed issues) in which situations the number of new shares that each warrant entitles to subscription of will be adjusted to ensure that the warrants entitles to subscription of new shares representing the same percentage of the fully diluted share capital of the Company following such directed issue(s) (without taking the subscription price payable in the directed issue(s) into account). The anti-dilution protection in respect of directed issues is only applicable provided that the pre-money valuation of all shares in the Company (on a fully-diluted basis) is less than EUR 60 million at the relevant time of issuance and under no circumstances in relation to any incentive programs for employees of GomSpace up to a maximum dilution of five (5) percent of the total number of shares in the Company as of today.
Provided that all conditions are met and the subsequent disbursement by the EIB, tranche A will have a maturity date of five (5) years, with no amortizations until maturity. The interest rate p.a. is ten (10) percent. The loan will benefit from guarantees provided by certain material group companies, including the Company. For more information about the terms and conditions of the finance contract, please refer to the press release made public by the Company on November 25, 2022 (available at the Company’s website).
As of today, the Company’s share capital amounts to SEK 4,391,083.41 divided into 62,729,763 shares, giving each share a quotient (par) value of SEK 0.07. Assuming receipt of tranche A and the subsequent exercise of the 1,650,783 warrants to be transferred to the EIB as a condition for disbursement of tranche A, the Company’s share capital will increase with SEK 115,554.81 through the issuance of 1,650,783 new shares (subject to potential recalculations in accordance with the terms and conditions for the warrants). This would entail a dilution of corresponding to approximately 2.56 percent of the share capital and number of shares and votes in the Company as of today (calculated by dividing the maximum share capital increase and the maximum number of new shares and votes with the total share capital and total number of shares and votes in the Company following such increase(s)).
For more information, please contact:
Troels Dalsgaard, CFO and interim CEO of GomSpace
Phone: +45 31 50 11 82
E-mail: trn @ gomspace.com
About GomSpace Group AB
The company’s business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The company is listed on the Nasdaq First North Premier exchange under the ticker GOMX. FNCA Sweden AB is the company’s Certified Adviser. For more information, please visit our website on www.gomspace.com.
Miscellaneous
This information was submitted for publication, through the agency of the contact person set out above, 19:15 p.m. CET on February 9, 2023.