LED iBond announces an offering of new shares with pre-emptive rights for existing shareholders

Inside Information

MAY NOT BE PUBLISHED, DISTRIBUTED OR DELIVERED FULLY OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

The Board of Directors of LED iBond International A/S ("LED iBond" or "the Company") has today decided to propose to an extraordinary general meeting an increase of the Company's share capital by a minimum nominal DKK 375,000.00 corresponding to 7,500,000 new shares (“the Minimum Offer”) and up to a nominal DKK 793,241.25 corresponding to 15,864,825 new shares (“the Maximum Offer”), each with a nominal value of DKK 0.05 (the “Offering”), with a subscription price of DKK 0.80 per share (the "Subscription Price") with pre-emptive rights for the Company's existing shareholders ("Existing Shareholders").

The gross proceeds from a fully subscribed Minimum Offer is DKK 6.0 million and gross proceeds from a fully subscribed Maximum Offer will amount to DKK 12.7 million.

The Minimum Offer of DKK 6.0 million, corresponding to 7,500,000 shares, has been fully secured through binding subscription undertakings and underwriting undertakings from existing shareholders, members of the Board of Directors and Management of the Company as stated below. These undertakings correspond to 48.70% of the Maximum Offer.

Terms of the Offering

• The offer is carried out as a rights issue, where a minimum of 7,500,000 shares and a maximum of 15,864,825 shares, each with a nominal value of DKK 0.05 are offered.
• Shares in the Offering are offered with pre-emptive rights for the Company's Existing Shareholders. Existing Shareholders will be allotted one (1) subscription right for each (1) existing share that the shareholder owns on the record date 14 October 2022. One (1) subscription right gives the holder right to subscribe for one (1) new share in LED iBond. The last day of trading in shares to be allocated subscription rights is 12 October 2022.
• The new shares are offered at DKK 0.80 per share with a nominal value of DKK 0.05. The subscription price corresponds to a discount of approximately 34% to the theoretical share price after dilution from the Maximum Offer based on the volume-weighted average share price for the ten previous trading days on Nasdaq First North Growth Market Denmark prior to announcement of the offering.
• The subscription period runs from 17 October 2022 at 9.00 am (CET) to 28 October 2022 at 5.00 pm (CET) ("the Subscription Period ").
• Shares which have not been subscribed for by Existing Shareholders, or by acquirers of subscription rights, before the expiry of the Subscription Period ("Remaining Shares"), may be subscribed without compensation to the holders of unused subscription rights by Existing Shareholders or new investors who have applied to subscribe before the expiry of the Subscription Period.
• Completion of the Offering is conditional upon that the Minimum Offer, with gross proceeds of DKK 6.0 million, is subscribed. The Minimum Offer is fully secured through binding subscription undertakings and underwriting undertakings corresponding to 48.70% of the Maximum Offer.
• Gross proceeds from the Maximum Offer amounts to DKK 12.7 million and net proceeds of DKK 11.7 million after deduction of costs related to the Maximum Offer estimated at DKK 1 million. Gross proceeds from the Minimum Offer amounts to DKK 6.0 million and net proceeds of DKK 5.2 million after deduction of costs related to the Minimum Offer estimated at DKK 0.8 million.
• Prior to the Offering, the Company's share capital amounts to a nominal DKK 793,241.25, divided into 15,864,825 shares, each with a nominal value of DKK 0.05. Upon completion of the Maximum Offer, the Company's share capital will amount to a nominal DKK 1,586,482.50 divided into a total of 31,729,650 shares and by subscription of the Minimum Offer amount to a nominal value of DKK 1,168,241.25 divided into 23,364,825 shares.

Background for the Offering

Following the Company’s strategic review conducted in Q2 2022, the Company now have clearly defined strategic and financial priorities which include the Smart building market for growing short-term revenue, and the emerging Vertical farming market for long-term growth. The Company has reorganized and focused its organization to support the focus area from the strategic review and expects to be 12-14 full time employees at the end of 2022. On the operational and organizational level, significant cost reductions have been implemented and the Company maintains a focus on preserving capital to be able to generate commercial traction and sales both within Smart buildings and Vertical farming.

In line with the conclusions from the strategic review, the Company will continue with a focused market approach within a handful of customer segments and targeted product portfolio with a precise product/market fit, and a much stronger execution of our sales processes to ensure alignment of activities across the organization. The sales activities will include selected and focused efforts of market penetration internationally including exploring the markets for solar carports and vertical farming in particularly.

Use of proceeds

Through the Offering, LED iBond is expected to raise gross proceeds of minimum DKK 6.0 million and maximum 12.7 million. The proceeds are all to be used to invest in sales and marketing activities and ensure necessary R&D resources for the continued development of advanced Vertical farming solutions.

Minimum Offer

The minimum offer of 7,500,000 new shares corresponding to DKK 6,000,000 is fully secured through binding subscription undertakings and underwriting undertakings.

Subscription and underwriting undertakings

The company has received binding subscription undertakings and underwriting undertakings for a total of DKK 6,181,016.80, at no cost to the Company, from the following shareholders, Board Directors and members of Management in the Company meaning that the full Minimum Offer and 48.70% of the Maximum Offer has been secured.

The following existing shareholders, Board Directors and members of Management in the Company have made binding subscription undertakings using pre-emptive rights and/or underwriting undertakings in the Offering:

	Subscription undertaking	Underwriting undertaking	Ownership before Offer	Affiliation with the Company
HCS 82 ApS	DKK 202,418	DKK 3,000,000	1.59%	***
Michael Brag	DKK 147,248	DKK 1,000,000	1.16%	Chairman
Løbel Invest ApS	DKK 4,964	DKK 300,000	0.04%	CEO Martin Løbel
Bent Faurskov	DKK 40,000	DKK 250,000	0.32%	CFO
Rosenberg Management ApS		DKK 250,000	None	CTO Ryan Rosenberg
Meyenburg & Dall Holding ApS		DKK 200,000	None	Board Director Jan Dall Christensen
Michael Friis		DKK 200,000	1.40%*	None
Houmøller Group ApS		DKK 200,000	2.87%*	None
STN Invest ApS		DKK 200,000	2.87%*	None
Niels H A Hansen	DKK 151,253		13.14%**	None
Martin Kjær Hansen	DKK 4,290	DKK 15,710	0.03%	Board Director
Helle Karin Bruhn-Petersen	DKK 15,134		0.12%	Married to Board Director Frederik Bruhn-Petersen

*Michael Friis, Søren Houmøller and Søren Toft-Nielsen are shareholders of Green Technology Investment ApS which has an ownership of 7,43% of the Company before the Offer.

**Niels Henrik Aksel Hansen is a direct shareholder of 1,19% in the Company and is also one of the owners of Laromini ApS, NLR Invest ApS and Green technology Investments ApS which in total own 46.10% of the Company before the Offer.

***HCS 82 ApS is owned by Helle Karin Bruhn-Petersen, married to Board Director Frederik Bruhn-Petersen.

Detailed terms for the Offering

The Offering includes a minimum of 7,500,000 shares and a maximum of 15,864,825 shares with a nominal value of DKK 0.05 with pre-emptive rights for Existing Shareholders. Prior to the Offering, the Company's share capital amounts to a nominal DKK 793,241.25 divided into 15,864,825 shares, each with a nominal value of DKK 0.05. Upon completion of the Maximum Offer, the Company's share capital will amount to a nominal DKK 1,586,482.50 divided into a total of 31,729,650 shares and by subscription of the Minimum Offer amount to a nominal value of DKK 1,168,241.25 divided into 23,364,825 shares, each with a nominal value of DKK 0.05.

Subscription price

The Subscription Price is DKK 0.80 per share with a nominal value of DKK 0.05. The Subscription Price corresponds to a discount of approximately 34% to the theoretical share price after dilution from the Offering based on the volume-weighted average share price for the ten previous trading days on Nasdaq First North Growth Market Denmark prior to announcement of the offering.

Right to subscribe for shares in the Offering

The new shares will be offered with pre-emptive rights to Existing Shareholders. Every Existing Shareholder will be allocated one (1) subscription right for each (1) existing share they own at the time of allotment in VP Securities A/S, 14 October 2022 at 5.59 pm (CET). One (1) subscription right can be used to subscribe for one (1) new share.

Trading in Subscription rights

The subscription rights will be admitted to trading on Nasdaq First North Growth Market Denmark. Trading in subscription rights is open from 13 October 2022 at 9.00 am (CET) to 26 October 2022 at 5.00 pm (CET).

Subscription rights that are not exercised during the Subscription Period lose their validity and value, and the holder of such subscription rights is not entitled to compensation.

Subscription period

Subscription period for subscription of new shares when exercising subscription rights runs from 17 October 2022 at 9.00 am (CET) to 28 October 2022 at 5.00 pm (CET).

Subscription of Remaining shares

Remaining shares which have not been subscribed for by exercising subscription rights before the end of the Subscription Period may, without compensation to the holders of unused subscription rights, be subscribed by Existing Shareholders or new investors who before the end of the Subscription Period have applied to subscribe for Remaining Shares as part of subscription undertakings or underwriting commitments or by use of the subscription form which is available on the Company's website.

In the event of oversubscription of the Remaining Shares in accordance with subscription undertakings or through the subscription form, the Remaining Shares will be allotted in accordance with a distribution key determined by the Company's Board of Directors. Priority is given to Existing Shareholders who, at the time of allotment of subscription rights, on 14 October 2022, held shares in the Company.

Orders from investors for subscription, in addition to subscription by use of subscription rights, must be submitted on the subscription form or by submitting an electronic subscription order via such investor’s bank. Orders are binding and cannot be changed or cancelled. Orders can only be placed at the Subscription Price of DKK 0.80 per share with a nominal value of DKK 0.05.

Subscription through submission of Subscription form

The subscription form is submitted to the investor's own account-holding bank during the Subscription Period. In order for an order to be binding, the order placed in the account holders' bank, or the completed and signed subscription form, must be submitted to the investor's own account holding bank, in time for the bank to process and forward the order so that it is received by Nordic Issuing AB before 28 October 2022 at 5.00 pm (CET).

Payment and delivery of new shares

Upon exercise of the subscription rights, the holder must pay DKK 0.80 (the Subscription Price) per share with a nominal value of DKK 0.05.

Payment for shares subscribed for in the rights issue will be made in DKK at the time of subscription by exercising subscription rights. After payment for the subscribed shares at the Subscription Price, investors will electronically have new shares delivered in the form of shares with a temporary ISIN code to the investor's account in VP Securities A/S. Shares in the temporary ISIN will not be admitted to trading on Nasdaq First North Growth Market Denmark.

The new shares will be finally issued after registration of the capital increase in the Danish Business Authority, expected on 7 November 2022.

Holders of subscription rights must comply with the account agreement with the bank or other financial intermediaries through which they hold shares. Banks or financial intermediaries through which a holder has subscription rights may demand payment at an earlier date.

Unless otherwise agreed, VP Securities A/S or the account holding bank or financial intermediary will send a notice to the account holder stating the number of new shares subscribed and the amount.

Notification of any allotment of Remaining Shares will take place on 2 November 2022. Remaining Shares will, upon simultaneous payment of the Subscription Price, be allotted and delivered to the investor's account in VP Securities A/S expected on 4 November 2022. Delivery of Remaining Shares to investor's account in VP Securities A/S will take place in the temporary ISIN code.

Admission to trade

The trading period for the subscription rights starts on 13 October 2022 at 9.00 am (CET) and ends 26 October at 5.00 pm (CET). The new shares will not be admitted to trading on Nasdaq First North Growth Market Denmark under the temporary ISIN code.

After registration of the capital increase in the Danish Business Authority, which is expected to take place on 7 November 2022, the temporary ISIN code will be merged with the existing ISIN code for the Company's existing shares ISIN DK0061274529 in VP Securities A/S. The merger is expected to take place on 10 November 2022.

The new shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code for existing shares on 9 November 2022.

Withdrawal of the Offering

The Offering is conditional on events not occurring before the capital increase is registered with the Danish Business Authority, which in the management's opinion will make the implementation of the Offering unjustifiable. Should such events occur, the Offering will be withdrawn. If the Offering is not completed, none of the subscriptions issued for new shares will be accepted and no new shares will be issued.

However, trading in new shares made prior to the withdrawal date will not be affected. The subscription amount for new shares will be refunded (less any transaction costs to the own account-holding bank or financial institution) to the last registered owner of the new shares at the time of revocation. This means that investors who have acquired new shares will suffer a loss corresponding to the difference between the purchase price and the subscription amount for the new shares with the addition of any transaction costs.

If the Offering is not completed, all exercise of subscription rights will be automatically cancelled and the subscription amount (less any transaction costs to own account holding institution) will be reimbursed to the last registered owner of new shares at the time of withdrawal. However, trading in subscription rights prior to the withdrawal date will not be affected. This means that investors who have acquired subscription rights will suffer a loss corresponding to the purchase price of the subscription rights with the addition of any transaction costs.

Trading in subscription rights and/or the new shares before the completion of the Offering takes place at the investor’s own expense and risk.

Any withdrawal of the Offering will, if applicable, be announced immediately via Nasdaq First North Growth Market Denmark.

Dividend law

The new shares are entitled to dividends that may be distributed from the time of registration of the capital increase regarding the new shares in the Danish Business Authority, including any dividends for the financial year 2022.

Timetable for the Offering

• 14 September 2022: Announcement of the Offering and summon extraordinary general meeting
• 7 October 2022: Extraordinary general meeting at 9.00 am (CET)

The below dates are contingent on getting necessary approvals from the extraordinary general meeting

• 12 October 2022: Last day trading shares including right to receive subscription rights
• 13 October 2022: First day trading shares excluding right to receive subscription rights
• 14 October 2022: Allocation of subscription rights
• 13 October – 26 October 2022: Trading in subscription rights
• 17 October – 28 October 2022: Subscription period
• 2 November 2022 before 12.00 CET: Announcement of outcome of the Offering
• 4 November 2022: Payment for shares subscribed for and allocated without use of subscription rights
• 7 November 2022: Capital increase registered with the Danish Business Authority
• 9 November 2022: First day of trading for shares subscribed in the Offering in the permanent ISIN
• 10 November 2022: Shares subscribed in the offering under temporary ISIN merged into permanent ISIN.

Investor meetings in connection with the Offering

LED iBond will be hosting investor meetings in connection with the offering. Dates for the investor meetings will be announced separately.

Settlement Agent in the Offering

Nordic Issuing AB
Stortorget 3
211 22 Malmö
Sweden

More information

Name and registered office
LED iBond A/S (CVR no. 36041609; LEI code 894500LEGWUYMH704Y23) is domiciled in Rudersdal Municipality, and the Company's head office is located at Agern Alle 5A, DK-2970 Hørsholm, Denmark.

Group relations

The company's share capital is fully paid up. The company is registered in the Central Business Register with CVR no. 36041609 and is subject to Danish law. The company is not part of any group relationship.

Board of Directors

Michael Brag, Chairman of the Board
Frederik Bruhn-Petersen
Jan Dall Christensen
Jeppe Tanggaard Jacobsen
Martin Kjær Hansen

Management

Martin Løbel, CEO
Bent Faurskov, CFO
Ryan Rosenberg, CTO

Certified Adviser
Västra Hamnen Corporate Finance AB
Jungmansgatan 12, 211 11 Malmö, Sweden

[email protected]

Tel: (+46) 40 200 250

Important notice

This announcement is a briefing to the Company's shareholders and is not an offer or solicitation to subscribe for or purchase subscription rights or shares in the Company. There is no public offering of shares outside Denmark. Persons outside Denmark who come into possession of information about the Offering are encouraged by the Company to obtain information about and observe any restrictions themselves and should examine the legislation, including tax consequences, that will be relevant to the person in question prior to an investment in shares issued by LED iBond International A/S.

This announcement contains certain forward-looking statements, including statements about the Company's activities. Such forward-looking statements are based on information, assumptions, and assessments that the Company finds reasonable. These forward-looking statements include known and unknown risks, uncertainties and other significant factors that may cause the Company's actual results, development or performance or the industry's results to differ materially from future results, developments or performance expressed or implied in connection therewith. If one or more of these risks or uncertainties are triggered, or if an underlying assumption proves to be incorrect, the Company's actual financial position or operating results may deviate significantly from what is described.

Potential investors, companies and advisers should be aware that investments in companies whose shares are admitted to trading on the Nasdaq First North Growth Market Denmark may carry a higher risk than investments in listed companies on a regulated market, as defined in EU legislation. Instead, they are subject to a less comprehensive set of rules and legislation adapted to smaller growth companies. The companies on Nasdaq First North Growth Market often have a shorter operational history and are thus more sensitive to external and internal influences and fluctuations. Likewise, liquidity, and thus marketability, in shares admitted to trading on Nasdaq First North Growth Market Denmark may be more limited than in investments in shares listed on a regulated market.