The Board of Directors of Heliospectra has resolved on a fully secured rights issue of approximately SEK 25.6 million, conditional on the approval of the extraordinary general meeting

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Summary

• The Board of Directors of Heliospectra has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting.
• The extraordinary general meeting will be held on 12 February 2025 and the notice will be published through a separate press release.
• If the Rights Issue is fully subscribed, the Company will receive approximately SEK 25.6 million before deduction of transaction costs.
• The subscription price is SEK 0.21 per share.
• Those who on the record date 17 February 2025 are registered as shareholders in Heliospectra will receive one (1) subscription right for each (1) share held.
• One (1) subscription right entitle to subscription for one (1) new share.
• The subscription period in the Rights Issue runs from and including 19 February 2025, up to and including 5 March 2025.
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 50.0 percent.
• The subscription undertakings from Weland Stål AB amount to approximately SEK 12.21 million, corresponding to approximately 47.63 percent of the Rights Issue. In addition, the Company has received guarantee commitment from Weland Stål AB amounting to approximately SEK 13.42 million, which corresponds to 52.37 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertakings and guarantee commitments to 100 percent of the Rights Issue.

Background and reasons

Heliospectra has now successfully finalised the Company's product portfolio with focus on Agtech and greenhouse market, marking an important milestone for the Company. This makes Heliospectra ready to take the next step and focus on establishing the Company as a leading player in the industry. To achieve this, increased investment in commercial activities such as marketing and sales is required. The Company's motivation is to create a strong market position and drive growth for the Company's products and solutions.

If the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 25.6 million before deduction of transaction costs. The proceeds from the Rights Issue will primarily be used to support Heliospectra's commercial initiatives. This includes strategic investments in marketing campaigns, expansion of the Company's sales team, and strengthening the Company's presence in prioritised markets. In addition, part of the capital will be used to optimise the Company's operational processes and ensure that the Company can meet the increased demand from customers.

"Weland has had the privilege of following Heliospectra's journey and development over time. We are impressed with the strategic changes and direction that have been implemented by Bonny and the team, as well as the progress that the company has achieved, particularly in reshaping the product portfolio in the Agtech and greenhouse markets. At the same time, the company has maintained the quality and innovation that we associate with them. By guaranteeing the rights issue, we want to show our continued support and strong belief in the company's future potential and long-term success." says Staffan Gunnarsson, CEO and board member of Weland Stål AB.

Extraordinary general meeting

Through a separate press release, the Company will convene an extraordinary general meeting to be held on 12 February 2025 to approve the Rights Issue.

The Rights Issue

Shareholders who are registered in the share register in Heliospectra on the record date on 17 February 2025 will receive one (1) subscription right for each (1) share held in the Company. One (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is SEK 0.21 per share, which means that Heliospectra will receive gross proceeds of approximately SEK 25.63 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights.

Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Heliospectra will increase by 122,037,585, from 122,037,585 to 244,075,170, and the share capital will increase by a maximum of SEK 500,000, from SEK 500,000 to SEK 1,000,000.

Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to 50 percent. These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.

The last day of trading in Heliospectra's shares including the right to receive subscription rights in the Rights Issue is 13 February 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 14 February 2025. The subscription period, with or without the support of share rights, runs from and including 19 February 2025 up to and including 5 March 2025. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 19 February 2025 up to and including 28 February 2025 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 19 February 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office.

Subscription undertakings and guarantee commitments

Heliospectra has received subscription undertaking from Weland Stål AB amounting to a total of approximately SEK 12.21 million, corresponding to approximately 47.63 percent of the Rights Issue. Furthermore, the Company has entered into an agreement on guaranteed commitment with Weland Stål AB on what the Company considers to be customary and market terms. The guaranteed commitment amounts to a total of SEK 13.42 million, corresponding to approximately 52.37 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertaking and guarantees commitment to 100 percent of the Rights Issue. Neither the subscription nor the guarantee commitment is secured by bank guarantees, escrow funds, pledges or similar arrangements.

The guaranteed commitment is subject to a guarantee compensation, adapted to the prevailing market condition, of SEK 990 thousand in cash compensation. The compensation corresponds to approximately 7.4 percent of the guaranteed amount. No commission is paid for the subscription undertaking (which relate to subscription for the Weland Group's entire holding in the Company).

Indicative time plan

The following time plan for the Rights Issue is preliminary and subject to change.

Advisers

MAQS Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue and Aqurat Fondkommission AB is issuing agent in the Rights Issue.