GomSpace A/S: GomSpace has reached an agreement regarding a directed share issue of SEK 196 million

Summary

• Major investor Peter Hargreaves will buy 28 million new shares at SEK 7.00.
• The proceeds to the company will be SEK 196 million.
• Hargreaves will own 41.27 percent of the company after the transaction.
• The increase in ownership by Hargreaves will trigger a mandatory offering to purchase shares from other investors after completion of the transaction.
• The capital increase enables the company to seize opportunities arising from the recent surge in European defense budgets and spending.
• The transaction is expected to close within 25 days, subject to approvals.

An investor Q&A session will be held next week via HC Andersen Capital. Timing will be announced soonest.

Reasons for raising capital
The board of directors views the investment as timely and beneficial for GomSpace and its shareholders, providing the capital required to drive growth and enhance long-term value.

The world is at a pivotal moment as European and Nordic defense spending surges, driven by increasing national security demands and the need for advanced satellite networks and vital satellite-based capabilities. To capitalize on these emerging opportunities, the Board deems that the company will benefit from investments and additional working capital to seize new business opportunities and accelerate its strategic focus on Resilience, Cyber Security, Signal Intelligence, Electronic Warfare, and ISR (Intelligence, Surveillance, and Reconnaissance) capabilities in space. Additionally, a capital infusion will bolster the Company's balance sheet, ensuring financial strength to meet anticipated requirements for securing and managing larger government contracts. A strengthened balance sheet will also better enable the Company to supply the necessary guarantees for larger contracts. Furthermore, the Company is witnessing a growing demand for shorter lead times in satellite and product deliveries, necessitating higher inventory levels and more proactive procurement strategies.

The directed share issue
The board of directors intends to resolve upon the new share issue with support from the authorization granted by the annual general meeting held in 2024. The share issue will comprise 28,000,000 new shares at a subscription price of SEK 7 per share.

The Hargreaves Family No. 14 Settlement, a family fund of the British citizen Peter Kendal Hargreaves, today holds 29.58 percent and would, following completion of the directed share issue, hold 41.27 percent of the total number of shares and votes in the Company. Completion of the new share issue will be conditional upon clearance or confirmation from relevant Foreign Direct Investment authorities. Further and subject to completion, the shareholding will trigger an obligation to make a mandatory bid pursuant to applicable Takeover rules for certain trading platforms. The major shareholder intends to revert with information about a public mandatory bid regarding the remaining shares in GomSpace not later than four weeks after completion of the directed share issue. There is no requirement for the shareholders to accept the offer from the major shareholder, if they prefer to hold their shares. The work on the filings relevant for the clearances set out above is planned to be initiated as soon as practically possible. The clearance process is expected to take up to 25 working days from the date of submission of a complete notification, but may take several months, depending on the circumstances.

Through the directed share issue, the Company would receive SEK 196 million before deduction of costs related to the new share issue (primarily consisting of fees for legal advise and costs for practical management). The net proceeds from the directed share issue are over a two year period intended to be used for:

• Reducing time to market through stronger supply chain and inventory (mainly CAPEX)
• Strengthening the market offering through accelerated investments solutions for MDA, ISR, Cybersecurity, SIGINT/Electronic Warfare, Reliability Improvements (mainly CAPEX)
• Responding to market demands with qualified solutions and business development resources (mainly OPEX)
• Maintaining a healthy balance sheet, i.e., keeping equity ratio and solidity at an acceptable level for government business and guarantees (balance sheet)

Prior to the directed share issue, the Company's board of directors has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential right for the Company's existing shareholders. The board of directors considers that the reasons for deviating from the shareholders' preferential right are (i) that a rights issue would take a longer time to complete and entail a higher risk for an adverse effect on the share price, particularly in light of the current market volatility and the challenging market conditions, (ii) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue and in light of the current market conditions, the board of directors has assessed that a rights issue would also require external underwriting from a guarantor syndicate that would entail additional significant costs, and (iii)  the major shareholder's willingness to increase its shareholding is seen as a strong vote of confidence in the Company's future. With substantial engagement in, and understanding of, the space industry, the commitment by the major shareholder will also strengthen the credibility and trust in GomSpace in the market to the benefit of all shareholders. The commitment not only enables GomSpace to capitalize on immediate opportunities but also ensures a solid financial foundation, supporting accelerated development and long-term growth. Considering the aforementioned, the board of directors has made the assessment that a share issue directed to the major shareholder is the most favorable financing alternative for GomSpace, creates value for the Company and is in the best interest of the Company's shareholders. The board of directors thus considers that the reasons outweigh the main rule that new share issues are to be carried out with preferential rights for the shareholders as well as the potential inclusion of additional subscribers in a directed share issue.

The subscription price in the directed share issue, agreed with Peter Hargreaves on March 14, 2025, is set at SEK 7.00, slightly above the 5 days volume weighted average price (VWAP) of SEK 6.8912 from March 10 to March 14. The SEK 7.00 SEK corresponds to 92.3 per cent of the closing price of SEK 7.58 of GomSpace's shares on Nasdaq First North Premier Growth Market March 18, 2025. The board of directors considers the subscription price to reflect fair market terms and conditions, considering the 5 days VWAP leading up to the agreement with Hargreaves and considering the recent development in the share price over the last 30 days.

The directed share issue will correspond to approximately 20 percent of the share capital and number of shares and votes in the Company as of today and will result in a dilution of approximately 16.60 percent of the share capital and number of shares and votes in the Company (calculations based on the share capital (SEK 9,846,841.13) and number of shares (140,669,159) as of today).

For more information, please contact:
Carsten Drachmann
Tel: +45 40 63 40 36
E-mail: cdra @ gomspace.com

About GomSpace Group AB
The company's business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The company is listed on the Nasdaq First North Premier exchange under the ticker GOMX. FNCA Sweden AB is the Company's Certified Adviser. For more information, please visit our website on www.gomspace.com.

Miscellaneous                  
This information is information that GomSpace is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 22:50 p.m. CET on 18 March 2025.

Important information
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This press release neither constitutes, nor constitutes a part of, an offer or a solicitation of an offer to purchase or subscribe for securities in GomSpace. Neither the shares subscribed for nor the new shares have or will be registered in accordance with the Securities Act. Neither the shares subscribed for nor the new shares may, directly or indirectly, be transferred to or offered for sale in the United States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa, or in any other jurisdiction where such measure could be subject to legal restrictions or to any person residing in such jurisdictions, or on such person's account, other than in accordance with applicable exemptions that do not require registration in accordance with the Securities Act or similar measures according to applicable laws in other jurisdictions.