THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, RUSSIA, BELARUS, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" IN THE END OF THIS PRESS RELEASE.
GOTHENBURG, Sweden, March 24, 2025 /PRNewswire/ -- Minesto AB (publ) ("Minesto" or the "Company") announces that the Company today, 24 March 2025, has received a guarantee commitment of approximately 10.3 MSEK from an external investor regarding the utilization of warrants of series TO4. The guarantee commitment is a so-called top guarantee and can be utilized in the event that less than 100 percent of the warrants of series TO4 are exercised for subscription of shares in the Company.
Minesto has today received a so-called top guarantee commitment from an external investor ("the Guarantor"). The guarantee commitment can be utilized in the event that less than 100 percent of the total number of warrants of series TO4 are exercised for subscription of shares in the Company.
Subscription of shares according to the guarantee commitment will in practice be made through subscription in a directed issue of new shares to the Guarantor (the "Directed Issue"). The Board of Directors intends to resolve on the Directed Issue after the exercise period for the warrants of series TO4 has ended, by virtue of the authorization from the Annual General Meeting on 22 May 2024.
The subscription price in the Directed Issue will correspond to the subscription price when exercising the warrants of series TO4, i.e., SEK 1.54 per share. The Board of Directors therefore considers the subscription price in the Directed Issue to be on market terms and reflects prevailing market conditions and investor demand.
It is the Board of Directors' assessment that it is in the interest of both the Company and its shareholders to ensure the exercise of the warrants of series TO4 and, if applicable, to carry out the Directed Issue. The guarantee commitment and the Directed Issue enable the Company to raise additional 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 can choose to exercise the warrants for subscription of shares in the Company, thereby limiting the number of shares in the Directed Issue. It is the Board of Directors' overall assessment that the reasons for ensuring the exercise of the warrants of series TO4 and, if applicable, carrying out the Directed Issue with 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.
For the guarantee commitment, a guarantee compensation of ten (10) percent of the guaranteed amount will be paid. The guarantee fee will be paid by way of set-off against newly issued shares in the Company on the same terms as in the Directed Issue (the "Compensation Issue"). These terms also correspond to the terms for the exercise of the warrants of series TO4. The guarantee compensation is considered to be adapted to the prevailing market conditions.
In the event that less than 100 percent of the warrants of series TO4 are exercised for subscription of shares in Minesto, the Board of Directors intends to resolve on the Directed Issue around April 3, 2025, i.e., after the outcome of the exercise of the warrants of series TO4 has been announced.
Through the Directed Issue, the number of shares can increase by a maximum of 6,676,669 and the share capital by a maximum of SEK 333,833.45. Through the Compensation Issue, the number of shares can increase by a maximum of 667,666 and the share capital by a maximum of SEK 33,383.30.
The guarantee commitment is not secured by bank guarantee, escrow funds, pledge, or similar arrangements.
Summarized terms for the warrants of series TO4:
Subscription period: 18 March - 1 April 2025.
Last day of trading warrants of series TO4: 28 March 2025.
Issue volume: 11,127,782 warrants of series TO4, which entitle to subscription of 11,127,782 shares. If all warrants are exercised, the Company will receive approximately SEK 17.1 million before issuing costs.
Exercise price: SEK 1.54 per share.
Dilution: Upon full exercise of the warrants of series TO4, the number of shares will increase by 11,127,782 shares, from 194,116,040 to 205,243,822 and the share capital will increase by SEK 556,389.10, from SEK 9,705,802.00 to SEK 10,262,191.10. In the event that all warrants of series TO4 are exercised, the dilution amounts to approximately 5.4 percent of the number of shares and votes in the Company.
Please note that warrants of series TO4 that are not exercised no later than on 1 April 2025, or not sold no later than on 28 March 2025, will expire without value. For warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.
Complete terms and conditions for the warrants of series TO4 and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 15 March 2024, is available at the Company's website, https://www.minesto.com. The prospectus is also available on the Swedish Financial Supervisory Authority's website, https://www.fi.se.
How warrants are exercised
Nominee-registered warrants (Custody account): Subscription and payment by exercise of warrants of series TO4 shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.
Direct-registered warrants (Securities account): No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.
The application form including instructions for payment will be available on the Company's website, https://www.minesto.com, and on Nordic Issuing's website, www.nordic-issuing.se.
Outcome of the exercise of the warrants
The outcome of the exercise of warrants of series TO4 will be published via a press release on or around 3 April 2025. 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.
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.
This information is such insider 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 24 March 2025, 11:50 CET.
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.
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.
