NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION, NOTICE OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER MEASURES TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The Board of Directors in Metacon AB (“Metacon” or the “Company”) today publishes the outcome of the share issue with preferential rights for Company’s shareholders, resolved by the Board of Directors on 7 June 2022 (the “Rights Issue”). The Rights Issue was subscribed to approximately SEK 71.0 million with and without subscription rights, corresponding to approximately 44.6 percent of the shares offered in the Rights Issue. The remaining part up to approximately 87.3 percent issue subscription of the Rights Issue, amounting to approximately SEK 68.0 million, corresponding to approximately 42.7 percent of the shares offered in the Rights Issue, is allocated to guarantors. Hence, Metacon will receive approximately SEK 139.0 million before issue costs.
About the Rights Issue
Those registered by Euroclear Sweden AB as a shareholder in Metacon on the record date 14 June 2022 had preferential right to subscribe for shares in the Rights Issue. For each share held in Metacon on the record date, one (1) subscription right was received. Three (3) subscription rights entitled to subscribe for one (1) new share at the subscription price SEK 1.80.
Outcome
The Rights Issue comprised a maximum of 88,460,034 shares, of which 38,318,257 shares, corresponding to approximately 43.3 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications for subscription of 1,104,235 shares without subscription rights, corresponding to approximately 1.2 percent of the offered shares, have been received.
The remaining part up to approximately 87.3 percent issue subscription of the Rights Issue, amounting to approximately SEK 68.0 million, corresponding to approximately 42.7 percent of the shares offered in the Rights Issue, is allocated to guarantors. Hence, Metacon will receive approximately SEK 139.0 million before issue costs.
Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with principles set out in the prospectus published on 14 June 2022. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 4 July 2022. Subscribed and allotted shares shall be paid in cash non later than on the settlement date, 6 July 2022, in accordance with the instructions on the settlement note. Subscribers who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominees procedures. Only those who have been allotted shares will be notified.
Number of shares and share capital
Through the Rights Issue, Metacon’s share capital will increase by approximately SEK 772,057 to approximately SEK 3,425,858 and the total number of shares will increase by 77,205,701 shares to 342,585,803 shares, when the Rights Issue has been registered with the Swedish Companies Registration Office.
The last day of trading in paid subscribed shares (BTAs) will be on 11 July 2022. As soon as the increase in share capital has been registered with the Swedish Companies Registration Office, paid subscribed shares (BTAs) will be converted into new shares. The new shares subscribed for with and without subscription rights are expected to be traded on NGM Nordic SME around 15 July 2022.
Advisers
Pareto Securities AB act as Global Coordinator and Bookrunner. Advokatfirman Schjødt is legal adviser to the Company and Baker & McKenzie Advokatbyrå is legal advisor to the Global Coordinator and Bookrunner in connection with the Rights Issue.
This information was submitted for publication, through the agency of the contact person set out below, at 16:10 CEST on 1 July 2022.
For further information, please contact Christer Wikner, by phone +46 (0)707-647389 or e-mail info@metacon.se
About Metacon AB (publ)
Metacon AB (publ) develops and manufactures energy systems for the production of hydrogen, heat and electricity. The core products are based on a patented technology that, through so called catalytic steam reforming of biogas or other hydrocarbons, generates hydrogen. The development of Metacon’s reforming products is done within the wholly owned subsidiary Helbio, which is a spin-off from the University of Patra, Greece and was founded by Professor Xenophon Verykios in 2001. From the onset, the business has focused on catalysts and advanced reforming for high-efficiency hydrogen production.
Metacon also offers system solutions for the production of hydrogen through electrolysis, a large and globally growing area for small and large-scale production of green hydrogen. Electrolysis is a process of starting and driving a chemical reaction to split water by adding electricity. If the electricity used is non-fossil and green, the hydrogen will also become completely climate neutral and green. Green hydrogen can be used in, for example, the transport sector, the basic industry and the real estate sector with a better environment and climate as a result. https://metacon.se/
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 be informed 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 solicitation to buy or subscribe for any securities in Metacon in any jurisdiction, either from Metacon or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (“the Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been prepared by the Company and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or NGM Nordic SME’s rules for issuers.