NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO THE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION
INSIDE INFORMATION Inission AB (”Inission” or the “Company“) has, in accordance with the intention announced in the Company’s press release earlier today, carried out a directed share issue of 1,614,035 shares of series B, corresponding to approximately SEK 92 million before deduction of costs attributable to the issue (the “Directed Share Issue”). The subscription price per share of series B in the Directed Share Issue was set to SEK 57 per share and was determined through an accelerated book building procedure led by ABG Sundal Collier AB (“ABG Sundal Collier”). Due to significant investor interest, the Directed Share Issue was increased from what was communicated in the press release earlier today.
The Board of Directors of Inission has, in accordance with the intention announced in the Company’s press release earlier today, resolved on a directed share issue of 1,614,035 new shares of series B, pursuant to the authorization granted to the Board of Directors by the annual general meeting on May 4, 2023. The subscription price per share of series B in the Directed Share Issue was SEK 57 and was determined through an accelerated book building procedure led by ABG Sundal Collier. The subscription price per share of series B in the Directed Share Issue constitutes a discount of approximately 8.8 percent compared to the closing price on Nasdaq First North Growth Market on June 15, 2023. Furthermore, the subscription price per share constitutes a premium of approximately 0.5 percent compared to the volume weighted average price (VWAP) for the past ten days of trading. Through the Directed Share Issue Inission will receive approximately SEK 92 million before deduction of transaction costs.
A number of Swedish and international institutional investors, including Creades through an endowment insurance, eQ Nordic Small Cap Fund, Fondbolaget Fondita Ab, Handelsbanken Fonder, Joh. Berenberg, Gossler & Co. KG acting on behalf of Universal Investment funds and Swedbank Robur, participated in the Directed Share Issue.
The Company’s CEO, Fredrik Berghel comments: “We are thrilled by the significant interest from both new and existing shareholders, which serves as a testament to the investors’ confidence in our company. The capital raised from the directed share issue provides us with opportunities to continue executing on our acquisition agenda and enhances our financial flexibility, thus aligning with our ambitions and established financial targets. This also includes maximizing our ability to meet the strong demand that we are currently experiencing. Therefore, we intend to allocate a portion of the proceeds from the directed share issue towards investment in capacity and capacity-enhancing equipment in our factories.”
The Board of Directors has carefully considered the possibility to raise capital through a rights issue and has made the assessment that it currently, for several reasons, is more advantageous for the Company and the shareholders to raise capital through a directed share issue. A rights issue would take significantly longer time to execute, which could reduce the Company’s financial flexibility and prevent the Company from seizing potential business opportunities, especially in the current volatile market environment. Furthermore, the Company wishes to expand and strengthen its base of institutional and professional shareholders, with the aim of further strengthening the liquidity of the Company’s share and broadening the base of financially strong shareholders further. In the current volatile market environment – which may entail that the conditions for capital raises can change rapidly – the Company wishes to secure a strong balance sheet and seize the opportunity of a capital raise from institutional and professional investors that is favourable to the Company and its shareholders, which the Board of Directors and the Company’s advisors now assess to exist. In view of this, it is the overall assessment of the Board of Directors that it is in the Company’s and its shareholders’ interests to carry out the Directed Share Issue with deviation from the main rule of shareholders’ pre-emptive rights. Since the issue price in the Directed Share Issue will be determined through a book building procedure, it is the Board of Director’s assessment that the subscription price will be on market terms as it reflects prevailing market conditions and investor demand.
The Board of Directors’ assessment is that the issue price in the Directed Share Issue is on market terms since, inter alia, it was determined through an accelerated book building procedure and thus reflects prevailing market conditions and investor demand.
Through the Directed Share Issue, the number of outstanding shares will increase by 1,614,035 shares, from 20,521,467 shares to 22,135,502 shares (divided between 2,400,012 shares of series A and 19,735,490 shares of series B following the Directed Share Issue). The share capital will increase by SEK 67,296.05, from SEK 855,628.06 to SEK 922,924.11. The Directed Share Issue entails a dilution of approximately 7.3 percent of the number of shares and 3.7 percent of the number of votes in the Company based on the number of shares and votes following the Directed Share Issue.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 180 days after the announcement of the outcome of the Directed Share Issue. Shareholding board members and senior executives have undertaken, subject to customary exceptions, not to sell any shares in Inission for a period of 90 calendar days after the announcement of the outcome of the Directed Share Issue.
Advisers
ABG Sundal Collier acts as Sole Global Coordinator and Sole Bookrunner and Baker McKenzie acts as legal counsel to the Company in connection with the Directed Share Issue.
For more information:
Fredrik Berghel, CEO Inission AB
[email protected]
+46 73 202 22 10
This information is inside information that Inission AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the care of the above contact person, for publication at 22:15 CET on June 15, 2023.
About Inission
Inission is a total supplier of customized manufacturing services and products in advanced industrial electronics and mechanics. Our services cover the entire product life cycle, from development and design to industrialization, volume production and aftermarket services. Inission has operations in Sweden, Norway, Finland, Estonia, Italy, the USA, and Tunisia.
Inission has a strong value-driven corporate culture of entrepreneurship and passion, which has over the past 12 months resulted in a turnover of SEK 2 billion with an average of 936 employees. Inission is listed on Nasdaq First North Growth Market with Nordic Certified Adviser AB as a certified advisor.
Inission’s offer is divided into two business areas; Contract manufacturing of electronic and mechanical products under the brand Inission and Power electronics and systems under the brand Enedo. Reports are archived at www.inission.com/en.
Inission AB, Lantvärnsgatan 4, 652 21 Karlstad
company registration number 556747–1890
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. 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, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else.
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 United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, 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.
This announcement 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. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. 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.
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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by ABG Sundal Collier. ABG Sundal Collier are acting for the Company in connection with the transaction and no one else. ABG Sundal Collier will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation for any investors’ decisions regarding the Directed Share Issue. Each investor or potential investor should conduct a self-examination, 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. 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.
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 and the Group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated organic growth, strategies and opportunities and the markets in which the Company and the Group 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, ABG Sundal Collier 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 not required by law or Nasdaq Nordic Main Market Rulebook for Issuers of Shares (Nasdaq Stockholm).
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 the Company 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 “EU Target Market Assessment“). Solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR“); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, 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 Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 UK MiFIR; 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.