The Board of Directors of Cell Impact AB (Nasdaq First North Growth Market: CI B) (“Cell Impact” or “the Company”) has, with the support of the authorization from the Annual General Meeting on April 16, 2020, decided on a directed new issue of a total of 7,000,000 new shares of series B at a subscription price of SEK 25 per share (the “New Issue”), which means that the Company will receive SEK 175,000,000 before issue costs.
The subscription price in the New Issue has been determined through an accelerated bookbuilding procedure, performed by Carnegie Investment Bank AB (publ) and Stockholm Corporate Finance AB, and corresponds to a discount of approximately 6.7 percent compared to the closing price on Nasdaq First North Growth Market on October 6, 2020 Several Swedish and international institutional investors, including BNP Paribas Energy Transition Fund,
The issue proceeds will be used to finance Cell Impact’s continued path towards commercialization and the expansion of production capacity in the new factory in Karlskoga (Brickegården) to pave the way for expanded series production. Together with existing cash, the issue proceeds are expected to be sufficient to finance the Company’s business plan by the beginning of 2022.
The Board of Directors of Cell Impact considers that the flexibility made possible by a directed new share issue, and thus deviating from the shareholders’ preferential rights, is the most suitable alternative for the Company at this time as such a procedure makes it possible to raise capital in a time and cost effective manner. , diversify the shareholder base and finance the Company’s continued commercialization. The Board’s assessment is that the subscription price in the New Issue is market-based as it has been determined through an accelerated bookbuilding procedure.
Through the New Issue, the Company’s share capital will increase by SEK 810,293.07 from SEK 6,001,069.13 to SEK 6,811,362.20, through a new issue of 7,000,000 Series B shares, meaning that the total number of shares will increase from 51,842,334 shares. to 58,842,334 shares, which together entitle to 6,080,253.4 votes, of which 217,800 consist of Class A shares which together entitle to 217,800.0 votes and 58,624,534 consist of Class B shares which together entitle to 5,862,453 , 4 votes. The rights issue entails a dilution of approximately 11.90 percent of the share capital and approximately 11.51 percent of the votes for existing shareholders based on the total number of shares and votes in the Company after the rights issue.
In connection with the New Issue, the Baltic Sea Foundation, as well as board members and members of the management, have undertaken, with the usual exceptions, not to sell shares in Cell Impact for a period of 180 calendar days after the settlement date. In addition, the Company has undertaken, with the usual exceptions, not to carry out additional issues during a period of 360 calendar days after the settlement date.
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