NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG KONG, SINGAPORE OR NEW ZEELAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
The board of directors of OrganoClick AB (publ) (“OrganoClick” or the “Company”) has, in accordance with what the Company indicated in a press release on 19 September 2017, resolved, with deviation from the shareholders preferential right, upon a new issue of 5,970,149 new shares directed to selected Swedish and international investors (the “Private Placement”). The investors have been selected based on an accelerated book building which has been carried out by the Company’s financial advisor Pareto Securities AB .
The subscription price per new share in the Private Placement is set to SEK 6.70 and has been established through the book building carried out by Pareto Securities. Through the Private Placement, OrganoClick will raise up to approximately SEK 40 million before issue costs. Compared to the closing price on 19 September 2017, the subscription price constitutes a discount of 10 per cent.
The Private Placement is carried out to enable financing of potential acquisitions, as the Company is currently in active discussions regarding potential acquisitions, as well as to secure financing for the Company’s continued growth.
”This successful new issue of shares is an important piece in OrganoClick’s further expansion strategy. We will with the financing in place, move on with our discussions regarding possible acquisitions of complementary businesses, and continue our marketing activities within our focus areas. We also want to welcome our new shareholders, among them the Salén family and Mr. Li Chao Wang, that we believe will contribute with a lot of knowledge and business opportunities,” says Mårten Hellberg, CEO OrganoClick.
Through the Private Placement, the number of shares and votes in OrganoClick will be increased by up to 5,970,149 shares and votes, from 68,495,582 shares and votes up to a maximum of 74,465,731 shares and votes. The shares issued in the Private Placement correspond to approximately 8.0 per cent of the share capital and votes in OrganoClick after the Private Placement. Subscription for and payment of the new shares shall occur no later than on 22 September 2017. The Board of Directors of OrganoClick retains the right to extend the period for subscription and payment at its discretion. In order to facilitate delivery of shares in the Private Placement, Mårten Hellberg, CEO of OrganoClick, has, through his company, M. Hellberg AB, lent shares equivalent to the total number of shares in the Private Placement to Pareto Securities AB.
The reason for deviating from the shareholders’ preferential rights by conducting a directed share issue is to broaden the Company’s institutional shareholder base and that a directed share issue means lower costs and a faster process which collectively indicate that it is in the Company’s and the shareholders’ interest that the share issue is made with deviation from the shareholders’ preferential rights.
As the interest in the Private Placement was high, Serendipity Ixora AB ("Serendipity Ixora") sold 4,245,889 existing shares at a price of SEK 6.70 (corresponding to the issue price). Following the sale, Serendipity Ixora holds 8,357,422 shares, corresponding to approximately 11.2 per cent of the total number of shares after the Private Placement. Serendipity Ixora has, in respect of any shares not sold in connection with the Private Placement, entered into a so called lock-up undertaking with Pareto Securities which means that Serendipity Ixora may not sell any additional shares for a period of 90 days from the Private Placement.
The new shareholders added through the Private Placement include the Salén family through Westindia AB as well as Mr. Li Chao Wang, who subscribed for shares through Sentential Holding Limited. Li Chao Wang is the founder and chairman of Vinda International Holdings Limited ("Vinda"), active within cellulose-based tissue and hygiene products, and listed on the Hong Kong stock exchange, with a market capitalization of approximately SEK 18 billion. After having acquired the majority of Mr. Li Chao Wang’s shares in 2013, SCA is now the largest owner of Vinda. Mr. Li Chao Wang owns approximately 20 per cent of the shares in Vinda.
Pareto Securities has been appointed as sole bookrunner and lead manager in connection with the Private Placement.
For further information please contact:
Mårten Hellberg, CEO
08-684 001 10
This information is information that OrganoClick AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 07:30 CET on September 20, 2017.
This is a translation of the Swedish version of the press release. In case of discrepancies, the Swedish wording prevails.
OrganoClick AB (publ) is a public Swedish cleantech company listed on Nasdaq First North. The company develops, produces and markets functional materials based on environmentally friendly fiber chemistry. Examples of products that are marketed by OrganoClick are the water repellent fabric treatment OrganoTex®, the flame and rot-resistant timber OrganoWood® and biocomposite materials. 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 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. OrganoClick's Certified Adviser on Nasdaq First North is Erik Penser Bank.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipient of this press release is responsible for using the information in this press release in accordance with applicable law in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.
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 information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC as amended through Directive 2010/73/EU. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus or other offering document has been or will be prepared in connection with the directed share issue.