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Savosolar plans to arrange a rights issue of approximately EUR 5.4 – 6.4 million with additional warrants

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Savosolar Plc
Company Announcement, Insider information 6 September 2021 8.30 a.m. (CEST)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART, DIRECTLY OR INDIRECTLY, IN THE USA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Savosolar plans to arrange a rights issue of approximately EUR 5.4 – 6.4 million with additional warrants

The Board of Directors of Savosolar Plc ("Savosolar" or the "Company") has decided to arrange a partially underwritten rights issue totaling approximately between EUR 5.4 million and EUR 6.4 million (the "Offering") with three series of additional warrants enabling the Company to raise up to a maximum of approximately EUR 15.2 million (the "Warrants"), under the condition that the Extraordinary General Meeting to be held on 1 October 2021 gives authorisation to the Board of Directors to resolve on the Offering and the issuance of Warrants. The Offering is expected to consist of between 77,440,623 and 91,939,254 new shares (the "Offer Shares"). In addition, maximum of approximately 137,908,881 new shares could be subscribed based on the Warrants.

The Offering is expected to be carried out at EUR 0.07 per share, meaning the same subscription price as the subscription price on the basis of warrants of series TO7, which subscription period begins today and ends on 17 September 2021. Investors who subscribe for new shares on the basis of warrants of series TO7 will receive the same right to subscribe in the Offering as other shareholders.

Summary

  • Between approximately EUR 5.4 million and EUR 6.4 million before transaction costs is expected to be raised in the Offering if fully subscribed. In case the maximum number of Warrants is issued and all the Warrants are used for subscription of shares, the total subscription price of the shares subscribed based on the Warrants will amount to EUR 15.2 million at most.

  • The Offering is secured to EUR 5.4 million (100 per cent of the minimum size of the Offering), by external underwriters.

  • Savosolar is planning to give all its shareholders registered in Savosolar's shareholder register maintained by Euroclear Finland Ltd ("Euroclear Finland") or Euroclear Sweden AB ("Euroclear Sweden") one (1) book-entry subscription right (the "Subscription Right") for every one (1) share held on the Offering record date. One (1) Subscription Right entitles the holder to subscribe for one (1) Offer Share.

  • The record date for the Offering is planned to be 6 October 2021 with the last day of trading including the Subscription Rights on 4 October 2021 and the first day of trading excluding the Subscription Rights on 5 October 2021.

  • The subscription price is expected to be EUR 0.07 per Offer Share. The subscription period for the Offer Shares (the "Subscription Period") is expected to commence on 11 October 2021 at 09:30 Finnish time (08:30 Swedish time), and it is expected to end on 27 October 2021 at 16:30 Finnish time (15:30 Swedish time) in Finland and on 25 October 2021 in Sweden at 16:30 Finnish time (15:30 Swedish time).

  • In addition, Savosolar intends to offer each subscriber of the Offer Shares one (1) newly issued Warrant of series TO8, one (1) newly issued Warrant of series TO9 and one (1) newly issued Warrant of series TO10 for each two (2) shares subscribed and paid for in the Offering.

  • Each Warrant will entitle its holder to subscribe for one (1) new share during the subscription period 21 March – 1 April 2022 (for TO8), 12 – 23 September 2022 (for TO9) and 20 – 31 March 2023 (for TO10) respectively, with a subscription price that will be decided based on the volume weighted average price of the Company’s shares in First North Growth Market Finland for ten (10) business days prior to the Warrant’s subscription period with a 25 per cent discount, at a maximum subscription price of EUR 0.09 (for TO8), EUR 0.11 (TO9) and EUR 0.13 (TO10) per share.

  • Net proceeds from the Offering and the shares to be potentially subscribed with the Warrants will secure the Company's working capital needs and provide to the Company’s financial capacity to increase its capability to deliver large solar heating systems in a growing market demand both in district heating and industrial process heating segments.

Reasons for the Offering and use of proceeds

The market for large solar heating systems for both district heating and industrial processes is growing, especially in Europe. Both companies and public entities are accelerating their investment decisions due to the EU Green Deal programs and the growing demand to fight climate change. The Company estimates that in 2022, the market for large solar thermal systems will double or triple in size compared to 2021. Savosolar estimates that growth will be strongest in France, Austria, Poland and Germany, where measures have already been initiated in accordance with the EU Green Deal program. The Company has achieved a strong market position and brand in these markets. The Company currently has a record high number of projects in the planning and tender phase, including the identified active sales targets for nearest coming years, amounting to EUR 145 million. In France, Savosolar has successfully secured market leadership as a result of efficient and high-quality technology as well as a local and customer-oriented way to operate. Additionally, the Company is currently implementing its first pilot project in China. The delivered projects and satisfied customers are excellent references as we increase the average project size and revenue.

The Company wants and needs to meet the growing market demand and, therefore, the Company plans to arrange the above-mentioned capital raising. Savosolar intends to use the net proceeds from the Offering and the Warrants for the following:

  • Meet the Company's working capital needs and increase the Company's financial flexibility and capacity to offer and deliver larger projects and increase its ability to meet the growing market demand for large solar thermal systems in both industrial processes and district heating segments.

  • To further develop the Company's technological leadership in solar thermal collector technology with additional features to the product and offering that further improve Company’s competitiveness.

Terms of the Offering

The Board of Directors of the Company is planning to offer between 77,440,623 and 91,939,254 Offer Shares and Warrants amounting to between 38,720,311 and 45,969,627 of three different series (in total maximum between 116,160,933 and 137,908,881 Warrants) for subscription in accordance with the shareholders' preferential subscription rights, under the condition that the Extraordinary General Meeting to be held on 1 October 2021 gives authorization to the Board of Directors to resolve on the Offering and the issuance of Warrants. The main terms for the Offering are presented below.

  • All shareholders registered in Savosolar's shareholder register maintained by Euroclear Finland or Euroclear Sweden are planned to be given one (1) book-entry Subscription Right for every one (1) share held in the Company on the Offering record date, which is planned to be 6 October 2021. Each one (1) Subscription Right will entitle their holder to subscribe for one (1) Offer Share.

  • The Subscription Rights are planned to be registered in the shareholders' book-entry accounts in the book-entry system maintained by Euroclear Finland and Euroclear Sweden approximately on 8 October 2021.

  • The Subscription Rights are planned to be freely assigned and expected to be traded on First North Growth Market Finland and First North Growth Market Sweden between 11 October 2021 and 19 October 2021.

  • After the subscription, temporary shares corresponding to the Offer Shares subscribed for based on the Subscription Rights (the "Temporary Shares") will be entered into the subscriber's book-entry account.

  • The Offer Shares will be entered into the subscriber's book-entry account once they have been entered into the Trade Register, approximately during week 46, 2021.

  • Trading in the Temporary Shares is planned to commence on First North Growth Market Finland and on First North Growth Market Sweden as their own special share class approximately on 11 October 2021.

  • The Temporary Shares will be combined with the Company's current shares after the Offer Shares have been registered into the Trade Register.

Underwriting commitments

The Offering has been secured to approximately EUR 5.4 million (100 per cent of the minimum size of the Offering) through underwriting commitments. Underwriters are entitled to receive their underwriting compensation in cash amounting to eight (8) per cent of underwritten amount.

Indicative timetable

4 October 2021

Resolution regarding the Offering by the Board of Directors

4 October 2021

The prospectus is published

4 October 2021

Last day of trading including the Subscription Rights

5 October 2021

First day of trading excluding the Subscription Rights

6 October 2021

Record date for the Offering

11 October – 19 October 2021

Trading period of Subscription Rights

11 October 2021

Trading starts in Intermediary Shares (BTA)

11 October – 25 October 2021

The Subscription Period for the Offering in Sweden

11 October – 27 October 2021

The Subscription Period for the Offering in Finland

1 November 2021

Announcement of the outcome of the Offering

12 November 2021

Last day of trading in the Temporary Shares on First North Finland and Sweden

Advisers

Augment Partners AB is acting as financial advisor to the Company in the Offering. Smartius Oy is acting as the legal adviser to the Company on aspects of the Offering related to the Finnish law.

SAVOSOLAR PLC

For more information:

Savosolar Plc
Managing Director Jari Varjotie
Phone: +358 400 419 734
E-mail: jari.varjotie@savosolar.com


Savosolar Plc discloses the information provided herein pursuant to the Market Abuse Regulation ((EU) No 596/2014, ”MAR”). The information was submitted for publication by the aforementioned person on 6 September 2021 at 8.30 a.m. (CEST).

About Savosolar

Savosolar with its highly efficient collectors and large-scale solar thermal systems has taken solar thermal technology to the next level. The company’s collectors are equipped with the patented nano-coated direct flow absorbers, and with this leading technology, Savosolar helps its customers to produce competitive clean energy. Savosolar’s vision is to be the first-choice supplier to high performance solar installations on a global scale. Focus is on large-scale applications like district heating, industrial process heating and real estate systems – market segments with a big potential for rapid growth. The company primarily delivers complete systems from design to installation, using the best local partners. Savosolar is known as the most innovative company in the business and aims to stay as such. The company has sold and delivered its products to almost 20 countries on four continents. Savosolar’s shares are listed on Nasdaq First North Growth Market Sweden with the ticker SAVOS and on Nasdaq First North Growth Market Finland with the ticker SAVOH. www.savosolar.com.

The company’s Certified Adviser is Augment Partners AB, info@augment.se, phone: +46 8-604 22 55.

IMPORTANT NOTICE

This release or the information contained therein shall not be distributed, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, 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. Savosolar 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 prospectus issued by Savosolar.


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