Freemelt publishes prospectus in connection with the fully guaranteed rights issue

5 Apr 2024 | Regulatory

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

The Board of Directors of Freemelt Holding AB (publ) (”Freemelt” or the “Company”) resolved on 12 March 2024 to carry out a share issue of new shares with preferential rights for existing shareholders of approximately SEK 66 million before deduction of issue costs (the “Rights Issue”). The Rights Issue was approved by an Extraordinary General Meeting on 28 March 2024. A prospectus, prepared due to the Rights Issue, has today, on 5 April 2024, been approved by the Swedish Financial Supervisory Authority (“SFSA”) and published by the Company (the “Prospectus”).

Prospectus
Full information about the Rights Issue is included in the Prospectus. The Prospectus is available on Freemelt’s website, www.staging.freemelt.com and ABG Sundal Collier’s website, www.abgsc.com. The Prospectus will also shortly be published on the SFSA’s website, www.fi.se/sv/vara-register/prospektregistret/.

The Prospectus has been prepared as a simplified prospectus in accordance with article 14 of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation“). The SFSA, as the competent authority in Sweden, has approved the Prospectus in accordance with Article 20 of the Prospectus Regulation. The SFSA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or of the securities described in the Prospectus. The SFSA does not guarantee the accuracy or completeness of the factual information contained in the Prospectus. Each investor is advised to make its own assessment of whether it is appropriate to invest in the Company.

Application forms
Application forms for subscriptions of shares with and without subscription rights can be obtained from the Company’s and Nordic Issuing’s (www.nordic-issuing.se) respective websites.

Preliminary timetable for the Rights Issue
Record date 4 April 2024

Publication of prospectus 5 April 2024

Trading in subscription rights 8 – 17 April 2024

Subscription period 8 – 22 April 2024

Trading in BTAs (paid subscribed shares) 8 April – week 18 2024

Announcement of the outcome in the Rights Issue 23 April 2024

Subscription commitments and guarantee undertakings
As previously communicated, a number of the Company’s existing shareholders, including Stiftelsen Industrifonden, Coeli Asset Management AB and Bengt Julander, as well as persons in the Company’s Board of Directors and management team (including Carl Palmstierna, Daniel Gidlund Bergström, Cecilia Jinert Johansson, Johannes Schleifenbaum, Lottie Saks and Mikael Wahlsten), have committed to subscribe for shares corresponding to approximately 31.3 percent of the Rights Issue. In addition, a number of existing shareholders and external investors have entered guarantee undertakings corresponding to approximately 68.7 percent of the Rights Issue, entailing that the Rights Issue is covered by subscription commitments and guarantee undertakings in its entirety. Since the announcement of the Rights Issue, the Company has received additional subscription commitments from the Board of Directors, entailing that the subscription commitments as of the date of this press release correspond to approximately 32.0 percent of the Rights Issue.

Regarding the subscription commitment from Coeli Asset Management AB, the main part of the commitment (approximately 86 percent) relates to subscription of shares corresponding to the company’s pro rata share in the Rights Issue. The remaining part of the subscription commitment is conditional on Coeli Asset Management AB receiving the subscription rights required for such share subscription free of charge.

Advisors
Freemelt has engaged ABG Sundal Collier AB as Sole Global Coordinator and Setterwalls Advokatbyrå as legal advisor.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued the Company in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Japan, Canada, Hong Kong, New Zealand, Singapore, South Africa, Russia, Belarus or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

This announcement is not a prospectus for the purposes of the Prospectus Regulation. The Prospectus has been approved and registered by the SFSA and is through this press release published on www.staging.freemelt.com. The approval of the Prospectus by the SFSA shall not be regarded as an approval of the shares. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the Prospectus. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

In any EEA Member State other than Sweden (each, a “Relevant Member State”), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.

This communication is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

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) national 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 offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”).

Irrespective of the Target Market Assessment, distributors should note that: the price of the securities in the Company may decline and investors could lose all or part of their investment; the Company’s securities offer no guaranteed income and no capital protection; and an investment in the Company’s securities 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 any offering.

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, purchase, or take any other action whatsoever with respect to the securities of the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities of the Company and determining appropriate distribution channels.

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Latest update: 2024-04-05