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.
The board of directors of Midsummer AB ("Midsummer" or the "Company") has today, in accordance with the guarantee commitments entered into in connection with the rights issue of shares that the Company carried out in December 2023 (the "Rights Issue"), resolved on a directed issue of no more than 2,646,190 shares as guarantee compensation to the guarantors who chose renumeration in shares for their provided bottom and top guarantee commitments. The shares are issued at a subscription price of SEK 0.85 per share, corresponding to the subscription price in the Rights Issue, and payment is made by offsetting the guarantor's claims on the Company amounting to approximately SEK 2.1 million.
As previously communicated in connection with the Rights Issue, the guarantors who guaranteed the Rights Issue had the possibility to choose to receive the remuneration paid out in cash or in the form of newly issued shares in the Company. The guarantors that chose to receive renumeration in the form of newly issued shares are Susanne Advisory, H. Waldaeus AB, Alex Witt, Jan Lombach and Eric Jaremalm. Due to this, the Company's board of directors has today, based on the authorization granted at the extraordinary general meeting on 1 December 2023, resolved to carry out a directed issue of 2,646,190 shares as remuneration for the guarantee commitments provided by these guarantors in connection with the Rights Issue. The directed share issue will increase the Company's share capital by SEK 105,847.60. The reasons for the deviation from the shareholders' preferential rights are to fulfil the Company’s commitments to the guarantors as a result of the guarantee commitments entered into in connection with the Rights Issue, according to the guarantors are entitled to receive the guarantee fee in the form of shares. The board of directors also believes that it is beneficial for the Company’s financial position and in the interest of the shareholders to take advantage of the opportunity to pay the guarantee fee in the form of shares instead of cash payment as it frees up funds that strengthen the Company’s working capital and it allows the Company to use a larger part of the issue proceeds in the manner described in the prospectus published on December 7, 2023.
The shares are issued at a price of SEK 0.85 per share. The subscription price corresponds to the subscription price in the Rights Issue and has been determined in connection with the procurement of the guarantee commitments with the guarantors, which was done in consultation with the financial advisor and after an analysis of the market situation. The board of directors’ assessment is that, in light of this, the subscription price may be considered to be in accordance with market conditions.
Payment should be made by offsetting the guarantor’s claims on the Company amounting to approximately SEK 2.1 million. When these 2,646,190 shares, together with the 77,639,967 shares issued in the Rights Issue, have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the number of shares in the Company will amount to 209,713,621 shares, and the Company's share capital to SEK 8,388,544.84. The additional dilution, as the result of the directed issue to the guarantors, amounts to approximately 1.26 percent based on the number of shares in the Company after registration of all shares to be issued in the Right Issue. The Company has not had any specific costs related to the directed issue as it is conducted as part of the work with the Rights Issue. However, the cash remuneration to guarantors that the Company must pay decreases to approximately SEK 4.6 million, from the previous maximum of approximately SEK 6.7 million.
Penser by Carnegie, Carnegie Investment Bank AB (publ) acts as financial advisor and Advokatfirman Lindahl KB acts as legal advisor to Midsummer 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, manufactures and sells solar cells to construction, roofing and solar cell installation companies and also manufactures, sells and installs solar roofs directly to end customers. The company also develops and sells equipment for the production of flexible thin film solar cells to strategically selected partners and machinery for research. The solar cells are of CIGS technology (consist of copper, indium, gallium and selenide) and are 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, New Zealand, Japan, Schweiz, 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 will only be made through the prospectus that Midsummer AB has published in due course. 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, New Zealand, Japan, Schweiz, Singapore, Russia, Belarus 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.