NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
The board of directors of
In conjunction with the Rights Issue, Midsummer has instructed
Summary
- The board of directors of Midsummer resolves on the Rights Issue, being a capitalization of a maximum of approximately MSEK 277.6 through a new issue of a maximum of 23,133,315 Units with preferential rights for the Company's existing shareholders.
- The issue proceeds from the Rights Issue will strengthen the Company's working capital and enable upscaling of production and sales.
- For each existing share held in the Company on the record date
April 24, 2023 , one (1) unit right is obtained. Three (3) unit rights entitle to subscription of one (1) Unit. - One (1) Unit consists of four (4) shares and one (1) warrant of series TO2. One (1) warrant of series TO2 entitles the holder to subscribe for one (1) new share during the period
November 2 – 16, 2023, at a subscription price ofSEK 4.00 . - The subscription price for one Unit is
SEK 12.00 , which corresponds toSEK 3.00 per new share. The warrants are issued without consideration. - The board of directors' resolution on the Rights Issue is subject to approval of the extraordinary general meeting to be held on
April 14, 2023 . Notice of the extraordinary general meeting will be published separately in due course.
- The Rights Issue is secured to approximately 65 percent, corresponding to approximately MSEK 180, through subscription undertakings and underwriting commitments. The subscription undertakings and underwriting commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
- All Management team members in Midsummer has undertaken to subscribe for new shares in the Rights Issue
- Midsummer has instructed the Agent for the Notes to initiate the Written Procedure to request Noteholders to vote in favour of certain amendments of the terms and conditions of the Notes, including a three-year extension of the tenor. The Company has received undertakings from Noteholders representing approximately 55 percent. of the Adjusted Nominal Amount to vote in favour of the request.
- The Agent will send the notice of Written Procedure to all Noteholders on March 20, 2023. The record date for being eligible to vote in the Written Procedure is March 24, 2023, and the deadline for voting is
12.00 p.m. (CEST) onApril 6, 2023 .
Background and reasons for the Rights Issue
Midsummer is a Swedish solar energy company that manufactures, sells and installs solar roofs and also develops and sells equipment for the production of flexible thin-film solar panels. Midsummer owns the entire chain from manufacturing equipment to installed solar roofs. The solar cells are of the type CIGS (solar cells consisting of copper, indium, gallium and selenium) and are thin, light, flexible, discreet and with a minimal carbon footprint. The Company's flexible, tough and lightweight solar panels can be mounted on roofs where light weight is a requirement, which allows Midsummer to take a larger market share. The solar panels are manufactured through the Company's own production system DUO where Midsummer is of the opinion that this is the most widespread production system for bendable CIGS solar cells in the world.
Production takes place in
The Company further plans to increase production capacity in
The upcoming Rights Issue is carried out to enable continued growth and expansion. Upon full subscription in the Rights Issue, the Company will receive net proceeds of approximately MSEK 246.3 after deduction of issue costs of MSEK 31.3. The net proceeds of the Rights Issue are intended to be used for the following areas of uses:
• Costs for the production of DUO-machines, approximately 45 percent
• Costs for the purchase of other manufacturing equipment, approximately 25 percent
• Costs for adjustments to factories (cooling water, electricity, etc.), approximately 15 percent
• Customer onboarding/marketing, approximately 15 percent
Preliminary timetable for the Rights Issue
The Rights Issue in summary
The right to subscribe for shares is granted with preferential rights to the Company's shareholders. For each existing share held in the Company on the record date
The complete terms and conditions for the Rights Issue and information about Midsummer will be presented in the prospectus regarding the Rights Issue that will be published on or around
Shares and share capital
Through the Rights Issue, the share capital in the Company increases by a maximum of
Upon full subscription in the Rights Issue and upon full exercise of all issued warrants of series TO2, the share capital will increase by an additional
Subscription undertakings, underwriting commitments and voting undertakings
The Rights Issue is secured to approximately 65 percent, corresponding to approximately MSEK 180, through subscription undertakings and underwriting commitments. Subscription undertakings have been entered into by existing shareholders as well as senior executives and board members and amount to approximately 18 percent of the Rights Issue, corresponding to approximately MSEK 49.5. Approximately 47 percent of the issue is secured by underwriting commitments, corresponding to approximately MSEK 130.5. Subscription undertakings and underwriting commitments entered into are not secured by bank guarantee, blocking funds, pledging or similar arrangements. Furthermore, entered subscription undertakings and underwriting commitments are conditional on that certain amendments of the terms and conditions of the Notes described in this press release are made. More detailed information about the subscription undertakings and the underwriting commitments will be included in the prospectus intended to be published on
The Company has, in addition to the above, received undertakings to vote for the approval of the Rights Issue at the extraordinary general meeting from shareholders representing a total of approximately 32 percent of the outstanding shares and votes in the Company.
Initiation of Written Procedure and summary of proposed terms
Midsummer has instructed the Agent for the Notes to initiate the Written Procedure to request Noteholders to vote in favour of certain amendments of the terms and conditions of the Notes. The proposed amendments include, inter alia:
- an extension of the original final maturity date (the “Original Final Maturity Date”) with three years until
April 25, 2026 (the “Extended Final Maturity Date”); - an increase of the final redemption price at the Extended Final Maturity Date to 108 percent. of the nominal amount of the Notes (together with accrued but unpaid interest) (the “Nominal Amount and Interest”);
- an amendment of the interest rate of the Notes to a fixed cash interest of 3 percent. per annum plus a fixed PIK interest of 10 percent. per annum (capitalised annually);
- an amended call structure, pursuant to which the Company may redeem all outstanding Notes in full:
- any time from and including the Written Procedure has been approved to, but excluding, the Original Final Maturity Date at a price per Note equal to 100 percent. of the Nominal Amount and Interest;
- any time from and including the Original Final Maturity Date to, but excluding, the first business day falling twelve months after the Original Final Maturity Date at a price per Note equal to 101 percent. of the Nominal Amount and Interest;
- any time from and including the first business day falling twelve months after the Original Final Maturity Date to, but excluding, the first business day falling twenty-four months after the Original Final Maturity Date at a price per Note equal to 105 percent. of the Nominal Amount and Interest; and
- any time from and including the first business day falling twenty-four months after the Original Final Maturity Date to, but excluding, the extended Final Maturity Date at a price per Note equal to 108 percent. of the Nominal Amount and Interest;
- inclusion of a voluntary partial redemption option pursuant to which the Company may partially redeem Notes at any time by way of reducing the outstanding nominal amount of each Note pro rata subject to certain repayment premia; and
- a new event of default giving a right to accelerate the Notes should not a share issue raising at least SEK 150,000,000 in gross proceeds have been completed within 20 business days after
July 31, 2023 .
For full details on the proposed amendments, see the attached notice of Written Procedure. The Company has received undertakings from Noteholders representing approximately 55 percent of the Adjusted Nominal Amount to vote in favour of the request.
The Company continues to explore possibilities to raise capital in the form of a convertible bond issue to refinance the Notes and for the purpose of further expanding the Company’s production capacity and to fund growth.
The Agent will on
The notice of Written Procedure is available on the Company’s website (www.midsummer.se) and on Stamdata (www.stamdata.com).
For questions regarding the proposals and requests set out in the notice of Written Procedure, please contact
Advisors for the Rights Issue
Advisors for the Written Procedure
For more information, please contact
Head of Communications, Midsummer
Email: peter.karaszi@midsummer.se
Tel: + 46 70 341 46 53
About Midsummer
Midsummer is a Swedish solar energy company that develops and markets equipment for the production of thin film solar cells and also manufactures, sells and installs solar roofs. The solar cells are of CIGS technology and thin, light, flexible, discreet and with a minimal carbon footprint compared with other solar panels.
The solar roofs are produced in
Important information
This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in
In the EEA Member States, with the exception of
In the
This press release does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect Midsummer AB’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Midsummer AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law,
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