NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
Midsummer AB (publ) ("Midsummer" or "the Company") has released the preliminary subscription results of the rights issue of units consisting of shares and subscription warrants of series TO2, which was announced on March 20, 2023, and whose subscription period ended on May 10, 2023 ("the Rights Issue"). The preliminary subscription results show that 12 791 491 units, equivalent to approximately 55 percent of the Rights Issue, were subscribed with and without support from the unit rights. Therefore, the underwriting commitments were thus claimed from approximately 55 percent to approximately 65 percent of the rights issue. The Rights Issue is expected to provide Midsummer with approximately 180 MSEK before the deduction of issuance costs, to finance further investments in the Company's DUO machines and other manufacturing equipment.
The subscription period for the Rights Issue ended on May 10, 2023, and the preliminary results show that 12 260 795 units, equivalent to approximately 53 percent, were subscribed through the support of unit rights. In addition, the Company received subscriptions for 530 696 units without the support of unit rights, equivalent to approximately 2 percent, resulting in a total subscription with and without the support of unit rights of approximately 55 percent. Thus, the underwriters are allocated approximately 10 percent of the Rights Issue, whereby the Rights Issue is subscribed to a total of 65 percent and Midsummer is thereby provided with approximately 180 MSEK before transaction costs.
"I would like to thank all shareholders who have participated in the Rights Issue for their continued support as well as welcome new shareholders. The issue provides a significant boost to the Company's balance sheet while enabling continued investment and development of Midsummer's DUO machines and thin-film solar cells," said Sven Lindström, CEO of Midsummer.
Those who have subscribed for units without the support of unit rights will be allocated units according to the principles set out in the prospectus published by the Company on April 24, 2023. Settlement notes are expected to be sent out around May 15, 2023. The subscribed and allocated units must be paid in cash according to the instructions on the settlement note. Shareholders registered with a nominee will be notified of their allocation in accordance with the nominee's procedures. The final outcome is expected to be announced around May 12, 2023.
Through the Rights Issue, the share capital in the Company increases by SEK 2,400,000.00, from SEK 2,775,997.80 to SEK 5,175,997.80, through the issuance of 60,000,000 shares. The number of shares thus increases from 69,399,945 to 129,399,945 shares. The dilution amounts to approximately 46,4 percent.
Upon full exercise of all issued warrants of series TO2, the share capital will increase by an additional SEK 600,000.00 and the number of shares by 15,000,000. The subscription price for new shares resulting from the exercise of the warrants amounts to SEK 4.00 per new share and the Company may thus receive an additional maximum of 60.0 MSEK before issue costs.
Erik Penser Bank AB acts as financial advisor and Advokatfirman Lindahl KB acts as legal advisor to Midsummer in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB acts as legal advisor to Erik Penser Bank in connection with the Rights Issue.
For more information, please contact
Head of Communications, Midsummer
Tel: + 46 70 341 46 53
Midsummer is a Swedish solar energy company that develops and markets equipment for the production of thin film solar cells and also manufactures, sells and installs solar roofs. The solar cells are of CIGS technology and thin, light, flexible, discreet and with a minimal carbon footprint compared with other solar panels.
The solar roofs are produced in Sweden using the Company’s own unique DUO system which has taken the position as the most widespread manufacturing tool for flexible CIGS solar cells in the world. The Company’s shares (MIDS) are traded on Nasdaq First North Growth Market with G&W Fondkommission as Certified Adviser. For more information, please visit: midsummer.se
This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, Russia, Belarus or South Africa or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Midsummer AB. Any offer in respect of any of the Securities has only been made through the prospectus that Midsummer AB has published. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Midsummer AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This press release does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect Midsummer AB’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Midsummer AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Midsummer AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.