The Board of Directors of Swedish Stirling resolves on a new issue of preference shares of approximately SEK 100 million

The Board of Directors of Swedish Stirling AB (publ) ("Swedish Stirling" or the "Company") has today, by support of authorization from the annual general meeting on April 21, 2022, resolved to carry out an offering of newly issued climate-compensating^[1] preference shares of approximately SEK 100 million (the “Offering”) to primarily finance the production and installation of PWR BLOK 400-F (“PWR BLOK”) at Glencore’s Lion smelter in Steelport, South Africa. As previously communicated by the Company, the Offering is supported by anchor investors Glencore International AG (“Glencore”), Merafe Resources Limited (“Merafe”) and the af Jochnick family (the “Anchor Investors”). In addition, the Board of Directors has reserved the right to increase the Offering by up to an additional approximately SEK 50 million in the event of oversubscription of the Offering (the "Upsize Option"). The Offering is directed, with deviation from the shareholders' preferential right, to institutional investors in Sweden and abroad as well as to the general public in Sweden.

Summary of the Offering

• The preference shares in the Offering will be offered to institutional investors in Sweden and abroad as well as to the general public in Sweden.
• The subscription price in the Offering amounts to SEK 276 per preference share.
• According to the provisions of the Company's articles of association, the annual preference share dividend shall amount to SEK 20 per preference share, corresponding to an annual yield of approximately 7.25 percent.
• When PWR BLOK is fully operational at Glencore's Lion smelter, which is expected to take place in 2024, it is estimated that the facility will offset carbon dioxide emissions by up to approximately 80,000 tonnes per year. This will generate up to approximately 80,000 carbon credits in South Africa per year. From the year the facility is fully operational, the Company intends to retain carbon credits corresponding to an annual carbon dioxide reduction of 100 kg per preference share (for more information, see the section "Background and rationale in summary" below). This implies that an investment of approximately SEK 25,000 in the Company's preference shares may neutralize the carbon footprint of an average Swedish citizen[2].
• Glencore, Merafe and the af Jochnick family have, in accordance with what was communicated by the Company on 8 August 2022, submitted commitments to acquire preference shares for a total amount of approximately SEK 37 million in the Offering, which corresponds to approximately 37 percent of the Offering excluding exercise of the Upsize Option and approximately 25 percent including full exercise of the Upsize Option.
• Upon full subscription of the Offering, Swedish Stirling will raise approximately SEK 100 million, before issue costs. If the Offering is oversubscribed, the Board of Directors has the right to resolve on the exercise of the Upsize Option, which, if fully exercised, will provide the Company with additional proceeds of approximately SEK 50 million, before issue costs.
• The net proceeds from the Offering will mainly be used to finance the production and installation of PWR BLOK at Glencore’s Lion smelter in Steelport, South Africa, corresponding to a total capacity of 10 MW according to the previously concluded agreement with Glencore.
• The dividend shall be paid quarterly with SEK 5 per quarter and preference share. The first record date for the preference share dividend is expected to be 30 December, 2022.
• The application period in the Offering will run from and including 31 August, 2022 to and including 23 September, 2022.
• The preference shares in the Offering will be subject to an application for admission to trading on Nasdaq First North Premier Growth Market. Trading is expected to commence around 7 October, 2022.

 

Dennis Andersson, CEO, comments:

”I am proud that Swedish Stirling is the first company in the world to issue a climate-compensating preference share, constituting a sustainable investment where each share generates an annual yield of 7.25 percent and an annual carbon dioxide reduction of 100 kg CO2 per preference share when PWR BLOK is fully operational at Glencore’s Lion smelter. The preference share issue also contributes to a faster global rollout of unique Swedish environmental technology.”

 

Background and rationale in summary

Swedish Stirling is a Swedish clean-tech company that was founded in 2008 to further develop the ability of the stirling technology to convert thermal energy into electricity. The Company's underlying technology is based on Kockums AB's stirling engine for submarines. By adapting and further developing the technology, Swedish Stirling has constructed a stirling engine with great effect and high efficiency. The Company's product, PWR BLOK, is a proprietary solution for recycling energy from industrial waste and flare gases and converting these into 100 percent carbon dioxide-neutral electricity with high efficiency.

 

Swedish Stirling's initial market for PWR BLOK is the South African ferrochrome industry and in recent years the Company has entered into important agreements with, among others, two of the largest ferrochrome producers in South Africa; Glencore and Samancor Chrome Ltd regarding the installation of PWR BLOK at the smelters. According to the Company’s assessment, South Africa accounts for approximately one third of the world's ferrochrome exports. Ferrochrome is an alloy of chromium and iron that is mostly used in the production of stainless steel. The ferrochrome industry produces very large amounts of residual gas, while at the same time being an industry that is very electricity intensive. In the ferrochrome industry in South Africa, the cost of electricity amounts to approximately one third of the entire operation's total cost base. Being able to recycle parts of the energy from their own waste gas (residual gas) therefore becomes particularly attractive for ferrochrome producers.

 

Swedish Stirling is now facing commercial rollout and the first PWR BLOKs are expected to be delivered in 2022. Swedish Stirling's agreement with Glencore, which implies that the Company will install PWR BLOKs corresponding to a total capacity of 10 MW at Glencore's Lion smelter in Steelport, is the most important milestone in the Company's history. The total contract value is estimated to 700 MZAR (corresponding to SEK 413 million). Following fulfilment of the conditions precedent, the agreement runs until eight years from the time the last unit is commercially commissioned, with an option for Glencore to extend the term of the agreement for a further seven years. The agreement also contains an option for Glencore to acquire the facility (including related assets, rights and obligations) from Swedish Stirling after the last PWR BLOK is commercially commissioned (the "Option"). Based on the Company's current assessment, commercial commissioning of the last PWR BLOK is expected to take place during 2024.

 

When the PWR BLOKs, corresponding to a total capacity of 10 MW, are fully operational at Glencore’s Lion smelter, the facility is estimated to offset carbon dioxide emissions by up to approximately 80,000 tonnes per year. This will generate up to approximately 80,000 carbon credits in South Africa per year, of which carbon credits that are generated up to the earlier of the day of exercise of the Option, and the day that falls five years after the last PWR BLOK is commercially commissioned, will accrue to the Company. From the year when the facility is fully operational, the Company intends to retain carbon credits corresponding to an annual carbon dioxide reduction of 100 kg per preference share issued. The fact that Swedish Stirling retains carbon credits until they expire means that the Company guarantees not to sell them on to companies that buy carbon credits in order to enable emission of more carbon dioxide than the limit value. This means that an investment of approximately SEK 25,000 in the Company's preference shares may neutralize the carbon footprint of an average Swedish citizen[3].

 

In order to enable continued growth and to be able to continue executing on the commercial rollout of PWR BLOK, while at the same time giving investors the opportunity for an investment with a potential climate-compensating effect, the Company's Board of Directors has decided on the Offering. Swedish Stirling intends to finance approximately 36 percent of the project at Glencore's Lion smelter with loan financing from the South African bank The Industrial Development Corporation of Africa (“IDC”), while approximately 29 percent is intended to be financed with net proceeds from the Offering and the remaining approximately 35 percent is intended to be financed with additional loan financing or existing cash. If the Upsize Option is fully exercised, the Company intends to finance approximately 36 percent of the project with loan financing from IDC, approximately 48 percent with net proceeds from the Offering, and approximately 16 percent with additional loan financing or existing cash.

 

Upon full subscription of the Offering, Swedish Stirling will be provided proceeds of SEK 100 million before issue costs, which are estimated to amount to approximately SEK 12.2 million. The net proceeds from the Offering are intended to be distributed percentage-wise as below and, in the event that not all activities can be implemented, according to the order of priority below:

 

• repayment of an existing loan of SEK 10 million from the af Jochnick family from August 2019 to finance the production of PWR BLOK (approximately 11.4 percent), and

 

• financing the production and installation of PWR BLOK at Glencore's Lion smelter in accordance with Swedish Stirling's agreement with Glencore (approximately 88.6 percent).

 

If the Upsize Option is fully exercised, Swedish Stirling will be provided with additional net proceeds of SEK 49.7 million. The additional net proceeds are intended to be fully used to finance the production and installation of PWR BLOK at Glencore's Lion smelter in accordance with Swedish Stirling's agreement with Glencore.

 

The Offering

By support of authorization from the annual general meeting on April 21, 2022, the Board of Directors of Swedish Stirling has resolved to carry out the Offering of up to 362,319 preference shares at a subscription price of SEK 276 per preference share, corresponding to proceeds of up to approximately SEK 100 million before issue costs.

 

The Board of Directors reserves the right, through the Upsize Option, to increase the Offering with up to an additional 181,159 preference shares within the scope of the Board of Directors’ share issue authorization, up to a total of 543,478 preference shares. In the event that the Upsize Option is fully exercised, the Company will be provided with additional proceeds of approximately SEK 50 million before issue costs.

 

The subscription price has been determined by the Company's Board of Directors in consultation with ABG Sundal Collier and Bryan, Garnier & Co based on a number of factors, including discussions with the Anchor Investors, market sounding with and interest from other institutional investors, prevailing market conditions and comparison with the market price of other listed preference shares. The Board of Directors therefore makes the assessment that the subscription price is at market terms and correctly reflects prevailing market conditions and demand.

 

The right to subscribe for the preference shares shall, with deviation from the shareholders' preferential right, accrue to institutional investors in Sweden and abroad as well as to the general public in Sweden, including Swedish Stirling's existing shareholders. The reason for the deviation from the shareholders' preferential right is that the Board of Directors of the Company, taking into account (i) the conditions to achieve a broad distribution of the preference shares to enable regular and liquid trading of the Company's preference share on Nasdaq First North Premier Growth Market, and (ii) the possibility to diversify the ownership base with Swedish as well as international institutional investors, considers that the terms for a preference share issue directed to the general public in Sweden and institutional investors in Sweden and abroad, including the Company's existing shareholders, are favourable in comparison with other alternatives. The Board of Directors has carefully considered the possibility of carrying out a rights issue and has, for the reasons stated above and based, among other things, on market sounding with major shareholders in the Company and the time aspect, concluded that a directed new share issue is the most beneficial alternative for the Company and its shareholders.

 

The application for subscription of preference shares shall comprise at least 20 preference shares, in even lots of 5 preference shares and must take place during the period from and including 31 August 2022 to and including 23 September 2022. The Board of Directors reserves the right to extend the application period.

 

The subscription price in the Offering is set at SEK 276 per preference share with an annual dividend of SEK 20 per preference share, corresponding to an annual yield of approximately 7.25 percent.

 

According to the Company's articles of association, if the general meeting resolves on dividends, the preference shares shall carry preferential right over the ordinary shares to an annual dividend of SEK 20 per preference share, with quarterly payments of SEK 5 per preference share. The Board of Directors intends to, following completion of the Offering, propose that an extraordinary general meeting in the Company resolves on a dividend of SEK 10 per preference share with quarterly payments of SEK 5 per preference share, in accordance with the provisions of the Company's articles of association.[4] The first record date for receiving dividend for the preference shares is expected to be 30 December, 2022. Notice of such extraordinary general meeting will be published in a separate press release.

 

Full terms and conditions will be available in the prospectus prepared in connection with the Offering, which is expected to be published on 30 August, 2022. The prospectus will be available on the Company's website (www.swedishstirling.com), ABG Sundal Collier’s website (www.abgsc.com), and Nordnet's website (www.nordnet.se).

 

Subscription commitments

In connection with the Offering, Glencore, Merafe and the af Jochnick family have, on the same terms as other investors, undertaken to acquire preference shares in the Offering corresponding to a total of approximately SEK 37 million, which corresponds to approximately 37 percent of the Offering excluding exercise of the Upsize Option and approximately 25 percent including full exercise of the Upsize Option. The commitments were entered into in August 2022. The Anchor Investors will be prioritized in the allocation of preference shares and receive full allocation according to the respective commitment. The commitments do not entitle to any fee or other compensation. The commitments are not secured by bank guarantee, blocked funds, pledging or similar arrangements. The Anchor Investors will not provide any lock up commitments in respect of the preference shares.

 

Shares and dilution

Through the Offering, the Company's share capital will increase by up to SEK 3,623.19 and amount to a total of up to SEK 1,287,815.72 and the number of shares will be increased by up to 362,319 preference shares to a total of up to 128,781,572 shares, of which 128,419,253 ordinary shares and 362,319 preference shares. The dilution for the existing shareholders of the ordinary shares who do not participate in the Offering will amount to a maximum of approximately 0.3 percent of the capital and approximately 0.03 percent of the votes.

 

If the Upsize Option is exercised, the number of shares will increase by up to an additional 181,159 preference shares and the share capital will increase by up to an additional SEK 1,811.59.

 

In the event that the Offering is fully subscribed, and the Upsize Option is fully exercised, the Company's share capital will increase by SEK 5,434.78 to SEK 1,289,627.31 and the number of shares will be increased by 543,478 preference shares to a total of 128,962,731 shares, of which 128,419,253 ordinary shares and 543,478 preference shares, corresponding to a dilution effect of approximately 0.4 percent of the capital and approximately 0.04 percent of the votes.

 

Admission to trading on Nasdaq First North Premier Growth Market

Due to the Offering, Swedish Stirling will apply for admission to trading of the preference shares on Nasdaq First North Premier Growth Market. Provided that Nasdaq Stockholm approves the Company's application, trading in the Company's preference shares is estimated to be initiated around 7 October, 2022.

 

Preliminary timetable for the Offering and the Upsize Option

• 30 August, 2022: Publication of the EU Growth Prospectus
• 31 August – 23 September, 2022: Application period for acquisition of preference shares
• 27 September, 2022: Estimated date for publication of the outcome of the Offering and possible exercise of the Upsize Option
• Around 7 October, 2022: Estimated first day of trading of the preference shares on Nasdaq First North Premier Growth Market

 

Advisors

ABG Sundal Collier AB and Bryan, Garnier & Co act as financial advisors and Joint Bookrunners and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor in connection with the Offering.

This information is information that Swedish Stirling AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below on 30 August, 2022 at 08:30 CEST.