Following the announcement of plans to carry out a secondary listing on First North Sweden on 7th of December 2015, the Board of Directors of Cleantech Invest Plc (“Cleantech Invest” or the “Company”) has decided to arrange a small directed share issue in Sweden (the “Offering”) and apply for listing of the Company’s class A shares on First North Sweden.
The Company will today publish the company description in relation to the Offering and contemplated secondary listing. The company description contains information that has not been previously published. This information is disclosed in this company release.
Reasons for the secondary listing and the Offering
Combined revenue in Cleantech Invest current portfolio has grown by approximately 200% during 2015 and the Company is well on its way towards the strategic goal of becoming Europe’s leading cleantech accelerator. This Offering and contemplated secondary listing broadens the Company’s ownership base, increases awareness of the Company in Sweden, and makes Cleantech Invest a truly Nordic cleantech accelerator listed in dual countries. This action is one of many on the journey to achieving the strategic goal and one that is done to increase opportunities of continued value growth long term. The proceeds from the Offering will be largely used to secure growth in current portfolio and to a smaller extent to finance a small selected number of new investments.
CEO Alexander “Bigge” Lidgren comments: “Our portfolio is performing at an astonishing rate and I could hardly ask for a better day to invite Swedish investors to take part in our Offering. I believe that a Swedish shareholder base will be excited about growing companies that solve some of the biggest challenges of our time and welcome them to join us.”
Chairman of the Board Lassi Noponen: “A parallel listing that solidifies Cleantech Invest’s presence in Sweden is the main goal of today’s project. We will benefit from the access to the Swedish capital market, but in light of the current extraordinary positive development of some of our portfolio companies, we have selected to do a very small emission at the time of this market entry, in order to minimize dilution to current shareholders.”
Summary of the Offering
Preliminary timetable for the Offering
|15 February 2016||Resolution regarding the Offering by the Board of Directors|
|15 February 2016||The company description is published|
|19 February – 7 March 2016||The subscription period for the Offering|
|10 March 2016||Announcement of preliminary outcome|
|16 March 2016||Due date of payment for Offer Shares|
|March 2016||Delivery of Offer Shares and Stock Options|
|6 April 2016||Trading in the Offer Shares begins on First North Sweden|
|6 April 2016||Trading in the Stock Options begins on First North Sweden|
Cleantech Invest has prepared a company description relating to the Offering in Swedish. The company description is available at Cleantech Invest’s website (www.cleantechinvest.com/swe2016), Eminova Fondkommission AB’s website (www.eminova.se ) and G&W Fondkommission AB’s website (www.gwkapital.se ) approximately as per 15 February 2016.
Subscription location of the Offering
Eminova Fondkommission AB
Biblioteksgatan 3, 3 tr, 111 46 Stockholm, Sweden
Phone: 08-684 211 00, Fax: 08- 684 211 29
Information that has not been previously published
On pages 57-59 of the company description, preliminary, non- audited financial results for 2015 are presented in the form of income statement, balance sheet and cash flow analysis. The key points of the main new information that has not been previously published is presented below:
Key figures (preliminary, non-audited)
|Result for the financial period||-786|
|Cash and cash equivalents at end of period||747|
|Shareholders’ equity at end of period||6,033|
Income Statement: revenue and result (preliminary, non-audited)
All figures given in kEUR (EUR ‘000), unless otherwise mentioned.
The company’s revenue in 2015 was EUR 249k (1-12/2014: EUR 89k).
Materials and services expenses in 2015 were EUR 57k (EUR 8k).
Personnel costs in 2015 amounted to EUR 593k (EUR 442k). This was affected by an extraordinary one-time cost of 104k EUR in relation to former managing director leaving the company. Other operating expenses were a total of EUR 315k (EUR 240k).
Depreciation, amortization and write-downs
Depreciation, amortization and write-downs of intangible and tangible assets in 2015 were a total of EUR 132k (EUR 94k).
The company’s operating loss for 2015 was EUR 849k (EUR 693k).
Financial income and expenses
Financial income in 2015 was a total of EUR 69k (EUR 2k) and financial expenses were a total of EUR 13k (EUR 177k).
Result for the period
Net loss of the year 2015 was EUR 786k (EUR 868k).
Balance sheet: financing and investments (preliminary, non-audited)
All figures given in kEUR (EUR ‘000), unless otherwise mentioned.
The balance sheet value of the investments in the associate companies amounted to EUR 4,317k. Shareholders’ equity at end of period was EUR 6,033k.
Associate companies’ performance during the year 2015 (preliminary, non-audited)
Turnover figures of 2015 for associate companies are preliminary and non-audited.
On pages 26-53 of the company description, associate companies’ preliminary, non-audited revenue figures for 2015 are presented and annual revenue growth figures are presented for some of the associate companies. Compilation of the key information is presented below:
|Associate company||1-12/2015 Turnover, EUR||Personnel 31.12.2015||Revenue growth 2014-2015 in %|
|Swap.com (Netcycler Oy)||Not disclosed, monthly revenue corresponds to yearly run-rate of >10MUSD||205||297|
|Nuuka Solutions Oy||201,390||8||30|
|Sofi Filtration Oy||250,000||5||114|
|Aurelia Turbines Oy||-||6|
|Eagle Filters Oy||1,650,000||9|
Conversion of shares
The Board of Directors of Cleantech Invest has resolved to convert 300,000 class K shares of the Company, owned by Flaxi Ky, into 300,000 class A shares of the Company. The conversion was registered with the Trade Register on 12 February 2016 and trading on the converted shares will begin on 15 February 2016 on First North Finland. After the conversion, Cleantech Invest has 14,193,707 class A shares and 5,150,000 class K shares.
This release or the information contained therein shall not be distributed, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. The information contained in this release do not constitute an offer of, or invitation to purchase any securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. Cleantech Invest has not registered, and does not intend to register, any offering of securities in the United States. No actions have been taken to register the shares or the offering anywhere else than in Finland and Sweden.
The information contained herein shall not constitute an offer of, or invitation to purchase any securities in any jurisdiction. This release is not a prospectus and does not constitute any offer, invitation or investment advice to subscribe for or purchase securities. Investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in a company description issued by Cleantech Invest.
Cleantech Invest in brief
Cleantech Invest focuses on clean energy and efficient use of natural resources. The company has minority ownerships in a diversified portfolio of companies and is actively looking for new capital light and high impact businesses within the cleantech universe. Cleantech Invest invests in the most promising early-stage and growth cleantech companies in Finland, Sweden and in the Baltic Sea area. The company management team members are international pioneers in cleantech investing. Cleantech Invest is also a designated Accelerator in the Vigo Program initiated by the Ministry of Employment and the Economy. www.cleantechinvest.com.
Contact information, financial advisors:
Alexander Lidgren, Managing Director of Cleantech Invest Plc
tel. +46 73 660 1007, firstname.lastname@example.org
Certified Advisor Access Partners Oy, tel. +358 9 682 9500
G&W Fondkommission AB is acting as financial advisor of the Company in the Offering. Smartius Oy is acting as the legal advisor of the Company on aspects of the Offering related to the Finnish law. For more information about G&W Fondkommission AB, see www.gwkapital.se
Malminrinne 1 b, 00180