Klimator conducts a guaranteed rights issue of approximately SEK 25.5 million
The Board of Directors of Klimator AB ("Klimator" or “the Company") has today, with the support of the authorization from the Annual General Meeting on May 13, 2022, decided on a new share issue of approximately SEK 25.5 million with preferential rights for the Company's existing shareholders (“the Rights Issue"). The Rights Issue consists of newly issued shares and the proceeds will be used to continue the Company's offensive growth journey, pay back loans as well as to strengthen equity. In conjunction with the Rights Issue, the Company has received subscription commitments of approximately SEK 7.7 million and guarantee commitments of approximately SEK 12.3 million, corresponding to a total of SEK 20 million and 78 percent of the Rights Issue. If fully subscribed, Klimator will receive a maximum of approximately SEK 25.5 million before transaction costs and set-off of claims.
Background
For nearly 20 years, Klimator has established itself as a leading player in applied road climatology. The company's technology makes it possible to forecast upcoming road weather for the entire road network with very high accuracy. This information is of importance to stakeholders in a majority of industries, but the Company has initially chosen to focus on the development of services for the winter road maintenance and the automotive industries.
Since 2014, the company has developed a web-based software, Road Status Information (RSI), which enables winter contractors to streamline their work, resulting in significant cost savings and more efficient measures. Klimator currently has customers in the winter road maintenance industry in six countries. Since 2017, the Company has received increasing interest from vehicle manufacturers who wish to use the Company's road weather forecasts and AHEAD technology to develop functions within safety and self-driving technology. In recent years, Klimator has completed several successful development projects together with global vehicle manufacturers and suppliers to the automotive industry.
In 2020, the IoT part was acquired from the cooperation partner HedeDanmark. The sensor technology makes it possible to measure, assess and plan various types of cost-driving measures for municipalities, traffic authorities and railways in a very cost-effective and frequent way. In short, the technology means that savings occur in a reduced number of working hours, statistical assurance of measures and automatic alarms. The sensor offering clearly complements Klimator’s offering and increases the capabilities within existing and new SaaS and DaaS solutions.
The company was listed on the Spotlight Stock Market in 2020 and completed a listing change to Nasdaq First North in the summer of 2022. During 2022, the Company has entered into several important agreements, entered new international markets and entered into partnerships with companies within both the winter maintenance and the automotive industries private and public actors, while the Company has received numerous orders. In order to continue its aggressive growth journey, as well as to strengthen equity, the Company's board has decided to carry out a new issue of shares with preferential rights for the Company's shareholders.
Conditions for the rights issue
The Board of Directors of Klimator decided on 25 November, 2022, with support from the authorization from the Annual General Meeting on May 13, 2022, on the Rights Issue by issuing a maximum of 13 292 640 new shares. The right to subscribe for shares shall preferentially accrue to those who on the record date of the 2 December, 2022 are registered as shareholders in the Company, whereby holding one (1) share entitles to one (1) subscription right and seven (7) subscription rights entitles to subscription of six (6) new shares.
The subscription price amounts to SEK 1.92 per share, which means that Klimator will receive a maximum om SEK 25.5 million before sett-off and transaction costs if the Rights Issue is fully subscribed. The sett-off will not exceed SEK 3.4 million. According to the Board of Directors the Company's financial position will be strengthened by sett-off (issued convertibles). The company's total liabilities, and consequently financial costs, will be reduced which is beneficial for the company and its shareholders. Subscription for shares with or without preferential rights must take place during the period between the 5 December – 19 December 2022. Subscription rights that are not exercised during the subscription period will become invalid and lose their value. Trading in subscription rights is expected to take place during the period 5 December – 14 December 2022.
Allotment will then take place in the following order of priority, firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
Full terms and instructions for the Rights Issue as well as other information about the Company will appear in the information memorandum which is expected to be published around November 30, 2022.
Underwriting obligations and guarantee commitments
In connection with the Rights Issue, the Company has received subscription commitments from existing investors totaling approximately SEK 7.7 million, corresponding to approximately 30 percent of the Rights Issue. No compensation is paid for submitted subscription obligations. The company has also entered into agreements with a number of investors on issue guarantees amounting to approximately SEK 12.3 million, corresponding to approximately 48 percent of the Rights Issue. Altogether, the Rights Issue is thus covered by subscription commitments and guarantee commitments amounting to approximately SEK 20 million, corresponding to 78 percent of the Rights Issue. The guarantors have the option to receive the guarantee compensation in cash or in shares. The compensation, if paid in cash, amounts to 12 percent of the guaranteed amount and 15 percent if paid in Klimator shares.
Preliminary schedule for the Rights Issue
2 December 2022 Record date for participation in the Rights Issue
5-14 December 2022 Trade in subscription rights
5-19 December 2022 Subscription period
20 December 2022 Publication of results
22 December 2022 Payment date for subscriptions without preferential rights
Change in share capital and number of shares and dilution
In the event of a fully subscribed issue, the share capital will increase by SEK 664 632,00, from SEK 775 404,20 to SEK 1 440 036,20. The number of shares will then be increased by a maximum of 13 292 640 shares, from 15 508 084 shares to 28 800 724 shares. For existing shareholders who do not participate in the Rights Issue, this means, in the case of full subscription, a dilution effect of approximately 46 percent.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER ACTION.
This disclosure contains information that Klimator is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 25-11-2022 13:50 CET.
