Report from the Extraordinary General Meeting of Scandinavian Biogas Fuels International AB (publ)
Press release Stockholm 2022-10-27
Scandinavian Biogas Fuels International AB (publ), reg.no 556528-4733, has today held an extraordinary general meeting, at which the following decisions were made. The meeting was conducted with the possibility to participate through postal voting.
Resolution on approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights and approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights with subscribers entitled to subscribe in accordance with Chapter 16 in the Swedish Companies Act.
The general meeting resolved to approve the Board of Directors’ resolution from 5 October 2022, to increase the company’s share capital with no more than SEK 25,760,000.91 by a share issue of no more than 12,880,000 new shares. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, accrue to certain strategic and institutional investors, amongst TrønderEnergi Vekst Holding AS (through Aneo Renewables Holding AS) and Bengtssons Tidnings AB, who notified their interest in the accelerated book-building procedure which was carried out by ABG Sundal Collier AB on 5 October 2022.
The general meeting further resolved to approve Board of Directors’ resolution from 5 October 2022, to increase the company’s share capital with no more than SEK 330,000.01 by a share issue of no more than 165,000 new shares. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, accrue to certain members of the Board of Directors and the management team, namely CEO Matti Vikkula and the Board of Directors’ chairperson Anders Bengtsson, who notified their interest in the above mentioned accelerated book-building procedure.
The subscription price for the shares in both share issues is SEK 25 per share and was determined through the accelerated book-building procedure, why it is the Board of Directors’ assessment that the subscription price reflects the market conditions. Through the two directed share issues, the company is provided a total issue proceed of MSEK 326.
The purpose of the new share issues is to strengthen the company’s financial position and to finance the company’s continued operation. The reason for deviating from the shareholders' pre-emptive rights is to secure financing for the company’s continued growth in the most time and cost-effective manner, to strengthen the shareholder base and that conditions are not deemed to exist for carrying out a rights issue on favourable terms. It is the Board of Directors’ overall assessment that the reasons above clearly and with sufficient strength outweigh the reasons that justify the main principle that the share issues shall be carried out with application of the shareholder’s pre-emptive rights, and that a share issue with deviation from the shareholders’ pre-emptive rights therefore lies in the interest of the company and all shareholders.
Through the two share issues, the company’s share capital will increase by SEK 26,090,000.92 to SEK 87,157,707.07 and the number of shares and votes will increase by 13,045,000, from 30,533,852 shares and votes to 43,578,852 shares and votes. For existing shareholders, the dilution amounts to a total of approximately 29.9 percent of the number of shares and votes in the company.
As previously communicated, Aneo Renewables Holding AS’ participation in the directed share issue results in that their total shareholding will correspond to approximately 36.1 percent of the total number of shares and votes in Scandinavian Biogas Fuels International AB (publ). Aneo Renewables Holding AS will therefore, in accordance with applicable Takeover rules, be required to make a mandatory offer for all other shares in Scandinavian Biogas Fuels International AB (publ) within four weeks from settlement of the directed share issue, unless its shareholding is decreased so that it no longer corresponds to 30 percent or more of the votes.
For detailed information regarding the resolutions at the general meeting as above, please refer to the notice and the complete proposals which are available at the company’s website, ww.scandinavianbiogas.com.
