NOT FOR PUBLICATION, DISTRIBUTION, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
The Offer in brief
- The Offer was conducted at a fixed price of
SEK 48 per share, corresponding to a market value for the Company's shares of approximatelySEK 544 million before the Offer and approximatelySEK 594 million after the completion of the Offer -
The Offer comprised of 5,742,754 shares, of which 1,041,667 newly issued shares offered by the Company and 4,701,087 existing shares offered by
Latour Industries AB ,Chalmers Innovation Seed Fund AB ,Chalmers Ventures AB ,Almi Invest AB , and ALMI Invest Västsverige AB ("Selling Shareholders"). The newly issued shares provide the Company with approximatelySEK 50 million before deductions for transaction costs related to the Offer. The company intends to use the net proceeds for positioning the Company for future organic growth as well as acquisitions -
To cover any over-allotment in the Offer,
Latour Industries AB andAlmi Invest AB have granted an over-allotment option toSkandinaviska Enskilda Banken AB ("SEB") to acquire a maximum of 861 413 existing shares, corresponding to 15 per cent of the number of shares in the Offering ("Over-Allotment Option"). Provided that the Over-Allotment Option is fully exercised, the Offer comprises of 6 604 167 shares, which corresponds to 53.3 per cent of the shares and votes in LumenRadio after the completion of the Offer -
The Company, Selling Shareholders (regarding potential shares they hold after the completion of the Offer), members of the board of directors and the executive management team have entered into customary lock-up commitments in favour of SEB for a period of (i) 180 days from the first day of trading regarding the Company's lock-up commitment, and (ii) 360 days from the first day of trading regarding the lock-up commitments from the Selling Shareholders (regarding potential shares they hold after the completion of the Offer), members of the board of directors and the executive management team. In addition, one of LumenRadio's founders as well as larger shareholder,
Niclas Norlén , has entered a lock-up commitment of 360 days from the first day of trading -
Trading in LumenRadio's shares on Nasdaq First North Growth Market commences today, on
8 December 2022 under the ticker "LUMEN". Estimated settlement date for the Offer is12 December 2022
CEO
"We are happy that so many want to take part in our journey, on which we are now taking an important next step. The listing on Nasdaq First North Growth Market opens new opportunities for us. At the same time, we welcome all new shareholders that believe in LumenRadio and want to invest in the future of wireless reliable technology. It is a historic and very positive day that we are happy about and see as the starting point for continued strong development for LumenRadio"
About LumenRadio
LumenRadio is a
LumenRadio operates through two different business areas: Lighting & Smart Cities (L&SC) as well as Building & Industrial Control Systems (B&ICS). The Company has long-term, solid experience of lighting control in major events, and LumenRadio's customers have historically mainly consisted of companies that are established within professional lighting. In recent years, the Company has also strengthened its position within building automation as well as solutions for industrial communication. In 2021, the Company achieved sales of approximately
A significant share of LumenRadio's revenues come from sales to OEMS through so called design wins. This means that the customer integrates LumenRadio's technology in its products in the form of radio modules or software, generating license revenues for LumenRadio throughout the product's life cycle.
Stabilisation measures
SEB may, in its role as stabilisation manager, in connection with the Offer, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq First North Growth Market, in the OTC market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter. However, SEB has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offer.
The Over-Allotment Option may be utilised to over-allot shares in order to facilitate any stabilisation transaction. The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. SEB must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, SEB will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.
Advisors
SEB is acting as Sole Global Coordinator and Bookrunner in connection with the Offering. Advokatfirman Vinge KB is acting as legal advisor to LumenRadio, and Advokatfirman Cederquist KB is acting as legal advisor to SEB. In connection with the Offering,
For additional information, please contact:
Phone: +46 (0)70 377 24 15
Email: alexander.hellstrom@lumenradio.com
Phone: +46 (0)70 723 09 30
Email: susanne.gerdin@lumenradio.com
Important information
This announcement is not and does not form a part of any offer or invitation to acquire or subscribe for any securities in LumenRadio.
This announcement is not issued to and may not be distributed or sent into
The securities described herein have also not been and will not be registered under the applicable securities laws of
The offering of the securities referred to in this announcement has been made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
In any EEA Member State other than
This communication is only being distributed to and is only directed at persons in the
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
In connection with the offer or sale of securities referred to herein, SEB may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by SEB and/or its subsidiary in accordance with all applicable laws and rules.
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