Cleantech Invest portfolio in strong revenue growth, share issue and listing on FN Stockholm, discloses information not previously published

Releases

 

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

  • The Offering will consist of a maximum of 1,075,270 new class A shares (the "Offer Shares"), representing approximately 5.27 per cent of the total number of the Company’s shares outstanding and 0.91 percent of the votes after the Offering. If the Offering is oversubscribed, the Board of Directors of the Company may resolve to issue up to a maximum of 215,050 additional new Offer Shares the (“Additional Share Allotment”).
  • The subscription period for the Offer Shares (the “Subscription Period”) commences on 19 February 2016 at 09:30 Swedish time, and ends on 7 March 2016 at 16:30 Swedish time.
  • The subscription price is SEK 9.30 per Offer Share.
  • Approximately SEK 10 million before the transaction costs will be raised in the Offering if the Offering is fully subscribed.
  • In addition, Cleantech Invest offers each subscriber of the Offer Shares one (1) stock option (the “Stock Option”) free of charge for every Offer Share subscribed and paid for in the Offering, the subscription of which the Board of Directors has approved. Each two (2) Stock Options entitle its holder to subscribe for one (1) new class A share in the Company for a subscription price of SEK 13,00 per share during the subscription period of 1 November 2016 – 30 November 2016. The maximum number of Stock Options is 1,290,320 if the Offering and the Additional Share Allotment are fully subscribed.
  • Subscription commitments have been received corresponding to approximately 50% of the Offering.
  • Expected first day of trading on First North Sweden is 6 April 2016, with the ticker CLEANT.

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

Company description

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

Email: info@eminova.se

Phone: 08-684 211 00, Fax: 08- 684 211 29

Website: www.eminova.se

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)

EUR ‘000 1-12/2015
Turnover 249
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.

Revenue

The company’s revenue in 2015 was EUR 249k (1-12/2014: EUR 89k).

Expenses

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).

Operating profit/loss

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
Nocart Oy 3,900,000 16 323
Nuuka Solutions Oy 201,390 8 30
Savo-Solar Oy 2-2,500,000 43 >100%
Enersize Oy  93,000 7 50
Sofi Filtration Oy 250,000 5 114
Aurelia Turbines Oy - 6
Eagle Filters Oy 1,650,000 9
Lumeron Oy - 1
Metgen Oy 17,600 14
One1 Oy 320,000 5 36
Oricane 1,136,580 (SEK) 2
PlugSurfing GmbH 250,000 8
Sansox Oy 50,000 8
Watty AB 80,000 13

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.

IMPORTANT NOTICE

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, alexander.lidgren@cleantechinvest.com

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

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