Minesto announces outcome in the exercise of warrants of series TO4 and resolves on directed issues to underwriter
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GOTHENBURG, Sweden, April 3, 2025 /PRNewswire/ -- Minesto AB (publ) ("Minesto" or the "Company") today announces the outcome of the exercise of warrants of series TO4, which were issued in connection with the Company's rights issue of units during the second quarter of 2024. In total, 9,906,055 warrants of series TO4 were exercised, corresponding to approximately 89.0 percent of the total number of outstanding warrants of series TO4, for subscription of 9,906,055 shares at a subscription price of SEK 1.54 per share. Guarantee commitments of 1,221,727 shares, corresponding to approximately 11.0 percent of the outstanding warrants of series TO4, will thus be utilized. Thus, the board of directors has resolved on a directed share issue of 1,221,727 new shares (the "Directed Issue") to the external investor Philip Ohlsson (the "Underwriter"). Minesto will receive approximately SEK 17.1 million before issuing costs through the exercise of the warrants of series TO4. Furthermore, the board of directors has resolved on a set-off issue of 667,666 new shares to the Underwriter to pay the guarantee compensation (the "Compensation Issue" and together with the Directed Issue, the "Share Issues").
The subscription period for exercise of the warrants of series TO4 took place during the period from and including 18 March 2025, up to and including 1 April 2025. The subscription price per share for exercising the warrants of series TO4 was determined to SEK 1.54.
In total, 9,906,055 warrants of series TO4 were exercised for subscription of 9,906,055 shares, meaning that approximately 89.0 percent of all outstanding warrants of series TO4 were exercised for subscription of shares.
The guarantee commitment of 1,221,727 shares, corresponding to approximately 11.0 percent of the outstanding warrants of series TO4, will thus be utilized. Considering this, the board of directors has resolved on the Directed Issue to the Underwriter. For the guarantee commitment, a guarantee compensation of ten (10) percent of the guaranteed amount is paid, which shall be settled by the Company in the form of newly issued shares in the Company. Thus, the board of directors has today resolved on the Compensation Issue to settle the guarantee compensation.
Shares that have been subscribed and paid for will be registered on the subscriber's securities depository as interim shares (IA) until registration of the share subscription has been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in Minesto.
The board of directors' decisions on the Share Issues
The subscription price in the Share Issues corresponds to the subscription price when exercising the warrants of series TO4, i.e., SEK 1.54 per share. In light hereof, the Board of Directors considers the subscription price in the Share Issues to be on market terms and reflects prevailing market conditions and investor demand.
It is the Board of Directors' assessment that it has been in the interest of both the Company and its shareholders to ensure the exercise of the warrants of series TO4 and the execution of the Share Issues. The guarantee commitment and the Share Issues enable the Company to secure access to capital at a low cost, time-efficiently, and with less complexity than other forms of capital raising and financing alternatives. Holders of warrants of series TO4 have been able to choose to exercise the warrants for subscription of shares in the Company, thereby limiting the number of shares in the Share Issues. It is the Board of Directors' overall assessment that the reasons for having entered into the guarantee commitment with the Underwriter has been commercially well motivated and that the execution of the commitment, by executing the Share Issues, deviation from shareholders' preferential rights, with sufficient strength outweigh the reasons supporting the main rule that issues should be carried out with preferential rights for the shareholders.
Number of shares, share capital and dilution
Through the exercise of the warrants of series TO4 and the Share Issues, the number of shares in Minesto increases by 11,795,448 shares, from 194,116,040 shares to a total of 205,911,488 shares. The share capital will increase by SEK 589,772.40, from SEK 9,705,802.00 to SEK 10,295,574.40.
For existing shareholders who did not exercise any warrants of series TO4, the dilution amounts to approximately 5.7 percent of the number of shares and votes in the Company (calculated on the number of shares in the Company following the exercise of the warrants and the Share Issues).
Advisers
Pareto Securities AB is Sole Manager and Bookrunner. MAQS Advokatbyrå is legal adviser to the Company and Baker & McKenzie Advokatbyrå is legal adviser to Pareto Securities in connection with the exercise of warrants of series TO4.
For additional information please contact
Cecilia Sernhage, Chief Communications Officer
+46 (0) 735 23 71 58
ir@minesto.com
This press release constitutes inside information that Minesto AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted, through the agency of the contact person above, for publication on 3 April 2025, 13:05 CEST.
About Minesto
Minesto is a leading marine energy technology company with the mission to minimise the global carbon footprint of the energy industry by enabling commercial power production from the ocean.
Minesto's award winning and patented product is the only verified marine power plant that operates cost efficiently in areas with low-flow tidal streams and ocean currents.
With more than €45 million of awarded funding from the European Regional Development Fund through the Welsh European Funding Office, European Innovation Council and InnoEnergy, Minesto is the European Union's largest investment in marine energy to date.
Minesto was founded in 2007 and has operations in Sweden, the Faroe Islands, Wales and Taiwan. The major shareholders in Minesto are BGA Invest and Corespring New Technology. The Minesto share (MINEST) is traded on Nasdaq First North Growth Market. Certified Adviser is G&W Fondkommission.
Read more about Minesto at www.minesto.com
Press images and other media material is available for download via minesto.com/media
Financial information including reports, prospectuses and company descriptions is available in Swedish at www.minesto.com/investor.
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of an offer, to acquire or subscribe for any securities in Minesto in any jurisdiction, neither from Minesto nor from anyone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, equivalent to a simplified prospectus for secondary issuances, regarding the rights issue referred to in this press release has been prepared and published by the Company on 15 March 2024. In any EEA Member State, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Pareto Securities AB acts for Minesto and not on behalf of anyone else. Pareto Securities AB is not liable to anyone else for providing the protection provided to their clients or for providing advice in connection with the Rights Issue or with respect to anything else mentioned herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not constitute an investment recommendation. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to 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 press release, unless it is required by law or Nasdaq First North Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.
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