"The second quarter was the most uncertain quarter we have ever entered as a listed company. We did
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, SOUTH KOREA OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR SUBJECT TO LEGAL RESTRICTIONS. PLEASE SEE IMPORTANT INFORMATION BELOW.
The board of directors of OrganoClick AB (publ) (”OrganoClick” or ”the Company”) has today, 30 September 2019, resolved on a directed share issue of c. 17.6 million shares at a price of SEK 5.10 per share (“the Directed Share Issue”). Through the Directed Share issue, the Company will receive gross proceeds of approximately SEK 90 million. The Directed Share Issue was carried out with deviation from the existing shareholders’ preferential right based on the authorisation granted by the annual general meeting held on 16 May 2019.
The Company will use the proceeds from the Directed Share Issue to:
- Accelerate the commercial efforts within the segment biobased binder for nonwoven
- Expand the Green coating & maintenance products business unit through targeted marketing effort in the Nordics and by entering the German market
- Enable selected investments to increase the degree of automation in the existing production unit to improve productivity and reduce production costs
- Create an improved and more economical capital structure
Mårten Hellberg, CEO of OrganoClick said:
”We are grateful for the trust granted to us by a large number of Swedish and international investors through their participation in this share issue, which was substantially over-subscribed. We have now secured funding for the acceleration of our growth journey, and can make key investments and undertake other operational measures. This will enable a faster sales expansion of our products which replaces plastics and toxic chemicals, that will create value for all of our shareholders”.
The subscription price in the Directed Share Issue was determined through an accelerated book building process, and corresponds to a discount of 7.3% to the closing price of the Company’s share on Nasdaq First North Growth Market on 30 September 2019.
The Directed Share Issue was subscribed by Swedish and international institutional investors, which included, among others, the Fourth Swedish National Pension Fund, Handelsbanken Fonder and Aktia Asset Management. The reasons for the deviation from the shareholders’ preferential right were mainly to diversify the shareholder base and to enable a capital raise in a time and cost efficient manner.
Through the Directed Share Issue, the number of shares in the Company will increase by 17,647,058 to 92,112,789, and the share capital will increase by SEK 176,470.59 to SEK 921,127.91. The Directed Share Issue entails a dilution of 19.2% for existing shareholders, based on the number of shares in the Company after the Directed Share Issue.
In connection with the Directed Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 days commencing on 1 October 2019.
In conjunction with the Directed Share Issue, the Company engaged ABG Sundal Collier as sole bookrunner and Gernandt & Danielsson Advokatbyrå as legal advisor.
For more information, please contact; Mårten Hellberg, CEO OrganoClick
Phone: 08-684 001 10
The information in this press release contains information that OrganoClick AB (publ) is obliged to release according to the EU's market regulation law number 596/2014. The information was published, through the agency of the contact person above, on 30 September 2019 at 21:55.
OrganoClick AB (publ) is a public Swedish cleantech company listed on Nasdaq First North Growth Market. The company develops, produces and markets functional materials based on environmentally friendly fiber chemistry. Examples of products that are marketed by OrganoClick are the durable water repellent technology for textiles OrganoTex®, the biocomposite material OrganoComp®, surface treatment and maintenance products for villa and property owners under the brand BIOkleen®, biobased binder under the trade name OC-BioBinder™ and the flame and rot-resistant timber OrganoWood® (through the joint-venture OrganoWood AB). OrganoClick was founded in 2006 as a commercial spin-off company based on research performed at Stockholm University and the Swedish University of Agricultural Sciences within environmentally friendly fiber chemistry. OrganoClick has won a number of prizes, such as "Sweden's Most Promising Start -up" and "Sweden's Best Environmental Innovation", and has also received a number of awards, such as the WWF "Climate Solver" award, listed as a SUSTAINIA100 company and has also appeared for two years on the Affärsvärldens and NyTekniks list of Sweden's top 33 hottest technology companies. OrganoClick has its head office, production and R&D located in Täby, north of Stockholm. OrganoClicks Certified Adviser on Nasdaq First North Growth Market OrganoClick's is Erik Penser Bank, phone: +46 (0)8 463 83 00, email: firstname.lastname@example.org.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in OrganoClick AB (publ) in any jurisdiction, from OrganoClick AB (publ), ABG Sundal Collier AB or any other entity. The information in this press release will not and may not be copied, published or distributed, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, Switzerland, South Korea the United States or in any other jurisdiction where such distribution would be illegal or would be subject to registration other measures. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
This press release does not constitute an offer to acquire securities in the United States. The securities referenced here have not and will not be registered in accordance with the Securities Act of 1933 (“Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from registration, or unless they are part to a transaction which is not subject to registration from the Securities Act. There will be no public offering in the United States to acquire the shares referenced here.
This press release does not constitute a recommendation for any investors’ decision regarding the rights issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Previously achieved results do not provide guidance for future results.
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 and estimates, 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 materialise 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation 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.
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 in OrganoClick 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 OrganoClick may decline and investors could lose all or part of their investment; the shares in OrganoClick offer no guaranteed income and no capital protection; and an investment in the shares in OrganoClick 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 Share 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 OrganoClick.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in OrganoClick and determining appropriate distribution channels.