The board of Soltech Energy AB (publ) ("Soltech" or the "Company") has, as previously announced, on September 1, 2022, with the support of the authorization of the general meeting, decided to carry out a new issue of approximately SEK 228 million with preferential rights for existing shareholders. The Board of Directors for the Company has therefore drawn up a Prospectus, which has today been approved and registered by the Financial Supervisory Authority, which contains complete conditions for the new issue, as well as information about the Company. The prospectus is published today, September 8, on the Company's website.
The offer in summary:
• Issue amount at full subscription: SEK 228 million, corresponding to 20,757,008 shares, before issue costs
• Over-allotment issue: If there is great interest, the board can decide on an over-allotment of a maximum of SEK 253 million, corresponding to 23,000,000 shares
• Preference: Five (5) existing shares give the right to subscribe for one (1) new share
• Subscription without priority: Yes, with subsidiary rights or via any over-allotment issue
• Issue price: SEK 11 per share (see info below) *
• Last day for trading incl. right to participate was: September 6, 2022
• Record date: 8 September 2022
• Subscription period: 12 September to 26 September 2022
• Trading in subscription rights: 12 September to 21 September 2022
*The subscription price amounts to SEK 11 per share. The subscription rights are obtained free of charge. Brokerage is not charged. The subscription price in the Rights Issue has been priced at a discount to TERP (theoretical share price after the separation of subscription rights) of 32.88% based on the share price at closing on 29 August 2022.
The prospectus is available on Soltech's website (www.soltechenergy.com/emission), Aktieinvest's website (www.aktieinvest.se) and the Financial Supervisory Authority's website (www.fi.se). (In Swedish)
Issuing institution
For further questions regarding subscription, contact your personal bank advisor, your manager or Soltech's contracted issuance institute Aktieinvest FK AB on 08 506 517 95 or emittentservice@aktieinvest.se.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
In an analysis from Aktiespararna's analysis service Analysguiden, the analysts highlight a clear upside in the Soltech share and believe that the rights issue announced yesterday is an important step to make Soltech's aim to take an even bigger share of the market possible.
Analysguiden also points out that Soltech's objectives are aggressive but entirely possible and that the group is on an incomparable acquisition journey.
Furthermore, they believe that even though the dilution is not insignificant, the rights issue significantly lowers the risk in the share and the issue guarantee is a sign of strength in an otherwise weak market.
The analysis can be read in its entirety here (in Swedish):
https://www.aktiespararna.se/analysguiden/nyheter/analys-soltech-energy-explosiv-tillvaxt-och-nodvandig-kassaforstarkning
The board of Soltech Energy AB (publ) ("Soltech" or the "Company") has on September 1, 2022, with the support of the authorization of the general meeting, decided to carry out a new issue of approximately SEK 228 million with preferential rights for existing shareholders. The rights issue is 100% guaranteed by a consortium composed of Swedbank acting as financial advisor. If there is a lot of interest, the Board has a mandate to decide on another new issue ("Over-allotment issue") of SEK 253 million.
The rights issue intends to finance continued expansion through the acquisition of companies in Sweden, the Netherlands and Spain as well as continued investments in, and development of, existing subsidiaries, which have an organic growth of 35% on average. Soltech's growth was 126% during the second quarter of 2022 compared to the second quarter of 2021. The development of revenues has gone from SEK 53 million in 2018 and this year the aim is set at SEK 1,700 million.
The subscription period is 12 – 26 September 2022 and the subscription price is SEK 11 per share. The subscription price in the Rights Issue has been priced at a discount to TERP (theoretical share price after the separation of subscription rights) of 32.88% based on the share price at closing on August 29, 2022.
Background and motif
The solar industry is undoubtedly one of the fastest growing industries in the world. The public sector, business and private individuals are queuing up to invest in solar energy and charging and storage solutions. The European Commission and a number of countries' governments, including Sweden's, plan to legislate requirements for solar energy on properties. The industry is now consolidating and Soltech will take an even bigger share of the market. We now want to be able to take advantage of more business opportunities by further strengthening us financially.
We choose to approach our shareholders and will allot them all shares in both the rights issue and the possible over-allotment issue. The rights issue is 100% guaranteed by a guarantee consortium composed of Swedbank. This means that if existing shareholders do not fully subscribe to the rights issue, the guarantee consortium will subscribe to the excess part.
Conditions and use of issue proceeds
The terms of the Rights Issue mean that five (5) existing shares give the right to subscribe for one (1) new share at a subscription price of SEK 11 per share. Number of shares issued upon full subscription is 20,757,008.
Of the proceeds from the Rights Issue, which upon full subscription will amount to approximately SEK 228 million, before issue costs, are reserved in order of priority:
50% Business acquisition
40% Investments in subsidiaries
10% Investments in marketing and recruitment
Upon full subscription of the Overallotment Issue, the opportunities for new company acquisitions and investments in existing companies are expanded according to the percentage distribution above.
The board's decision on the Rights issue and, where applicable, the Over-allotment issue is made with the support of issue authorization submitted at the annual general meeting on 12 May 2022.
Rights issue and possible Over-allotment issue in summary
The right to subscribe for new shares shall accrue to the Company's shareholders with preferential rights. Each share held as of the record date on September 8 gives one (1) subscription right (TR). Five (5) TRs are required to subscribe for one (1) new share at the subscription price of SEK 11. Subscription of shares takes place during the period 12 – 26 September 2022. Upon full subscription of the Rights issue, approximately SEK 228 million will be added to the Company before issue costs, which are estimated to amount to approximately SEK 28.5 million.
The last day for trading in the Company's shares, including the right to receive subscription rights in the Rights Issue, is 6/9 2022. Subscriptions for shares with the support of subscription rights must take place by cash payment during the period 12-26/9 2022. Subscriptions for shares without the support of subscription rights must take place on a special registration form during the period 12-26/9 2022. Payment for shares subscribed without the support of subscription rights must be made no later than three banking days after the issuance of the settlement note showing notice of allocation. The board has the right to extend the subscription period and last day for payment.
In the event of a large interest in the Rights Issue, the Board is mandated to decide on an additional new issue ("Over-allotment issue") of a maximum of 23,000,000 shares with a deviation from the shareholders' pre-emptive rights. The price for acquiring shares in the Over-allotment issue is SEK 11 per share and the gross proceeds from this are estimated to amount to approximately SEK 253 million before deduction for issue costs if fully subscribed. The purpose of the Over-allotment issue is to create the conditions for an even faster expansion through further acquisitions and investments in existing companies. The over-allotment issue is conditional on the Rights issue being oversubscribed.
The rights issue amounts to a maximum of 20,757,008 shares. This means that the share capital increases by a maximum of SEK 1,037,850 to a maximum of SEK 6,227,102. The shares issued in connection with the Offer correspond to approximately 17% of the share capital in the Company after the new issue has been completed (provided the Offer is fully subscribed). Shareholders who choose not to participate in the Rights Issue will, upon full subscription, be diluted by approx. 17 percent. Upon full utilization of the Over-allotment Issue, the share capital will increase by a maximum of SEK 1,150,000 to a maximum of SEK 7,377,102.
The over-allotment issue corresponds to a maximum of approximately 16 percent of the Company's total share capital. If both the Rights issue and the Over-allotment issue are used, the share capital will increase by SEK 2,187,850 to a maximum of SEK 7,377,102. The dilution will amount to a maximum of approximately 30 percent calculated as the number of new shares after the new issue divided by the total number of shares after the new issue.
Soltech has received guarantee commitments from a consortium consisting of external investors of approximately SEK 228.3 million, corresponding to 100 percent of the Rights Issue.
Shareholders who choose not to participate in the Rights Issue have the opportunity to compensate for the financial dilution effect by selling their subscription rights. Trading in subscription rights takes place during the period 12-21/9 2022.
Prospectus
The rights issue requires an approved prospectus from the Financial Supervisory Authority. The prospectus, which contains the full terms and conditions for the Rights Issue, as well as information about the Company, is planned to be published on the Company's website on September 8, 2022.
Timetable for the Rights issue and possible Overallotment issue
Last day for trading incl. right to participate 6/9 2022
Record date 8/9 2022
Subscription period 12-26/9 2022
Trading in subscription rights 12-21/9 2022
Board decision on allocation and possibly Over-allotment issue 28/9 2022
Press release on issue outcome 28/9 2022
Notice of allocation and dispatch of settlement notes 28/9 2022
Settlement date for settlement notes 3/10 2022
Issuing institution
For further questions regarding subscription, contact your personal bank advisor, your manager or Soltech's issuance institute Aktieinvest FK AB on 08 506 517 95 or issuerservice@aktieinvest.se
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
On September 1, Soltech Energy Sweden AB (publ) acquired 80 percent of the shares in Kalema E-Mobility AB (Kalema E-Mobility) with entry on the same day. The company has a turnover of approximately SEK 20 million with good profitability and has approximately 15 employees based in Borlänge. The acquisition is Soltech's first within the electric car charging industry and the company have excellence in electric car charging projects for companies and private individuals but also in solar energy services. The acquisition is financed entirely from own cash and with newly issued Soltech shares.
Soltech has an aggressive growth strategy with acquisitions in the solar, roof/sheet, facade and electrical engineering industries. Together, these companies must create synergy effects and be able to offer customers and partners comprehensive solutions and cross-border expertise. Now Kalema E-Mobility will be the Group's first acquisition specializing in the growing industry of electric car charging.
– This acquisition gives us strategic cutting-edge expertise in advanced platform solutions for electric car charging, which will a create major competitive advantages for us. It is a fast-growing company in the heart of Dalarna and the fact that they also offer solar energy services adds further value. I would like to warmly welcome Martin Götesson and his team to Soltech, says Stefan Ölander, CEO of Soltech Energy.
Advanced services in electric car charging are in demand
Kalema E-Mobility offers comprehensive solutions in planning, installation, and operation of large electric car charging stations, associated software for customer management and billing, energy storage and solar energy. The company is based in Borlänge and has had a rapid growth curve. Recently, the company has also been commissioned to planning what will become Sweden's largest private charging station for electrified trucks. As the number of electric cars in Sweden increases, so does the demand for more advanced and large-scale comprehensive solutions in electric car charging for both passenger cars and the transport sector.
– We have big visions of the future, knowing that tomorrow's society will be electrified. Therefore, it feels great that we now belong to the Soltech Group, which will help us to further increase growth and at the same time create even greater benefit for our customers. Solar energy and electric car charging goes hand in hand, and we are very much looking forward to finding cooperation opportunities with our new sister companies, says Martin Götesson, CEO of Kalema E-Mobility.
Takorama is one of Soltech's roofing companies which, through the group's transformation strategy, now also offers solar energy solutions in combination with the core competence. The company has received an assignment from the housing association HSB Uppegård in Stenungsund. The assignment involves both a new roof and a roof-mounted solar cell installation, and the order value for the deal amounts to SEK 8.3 million.
The Ljungskile-based roofing company Takorama has a solid industrial experience and when the company was acquired by the Soltech group in 2020, work began to add solar energy to the existing product and service range. Since the transformation into a solar roof company, the company has carried out a number of solar energy installations and also has its own solar energy department.
Takorama has received a new assignment that includes both roof replacement with Derbigum and solar cells. It is a housing association in Stenungsund that will get a new roof and also a roof-mounted solar energy installed. CEO Michael Norrby is very positive about the project and that Takorama's solar energy department has grown during the summer with several new solar experts employed.
– We are very happy about the trust from HSB Uppegård. The fact that we can offer both roofing and solar energy creates a competitive overall solution that our customers appreciate. I also want to take the opportunity to welcome Isabelle, Alan and Pierre to our solar department and this will be a perfect project for them to carry out together with our experienced roofing department, says Michael Norrby, CEO of Takorama.
Takbyrån in Alingsås has been part of the Soltech group since June 1, 2021. The company has now signed its single largest order in terms of order value when assisting Inhubs and Tuve Bygg with a full-scale roofing contract. It is a new logistics property in Alingsås that will be built and Lindex will be the new tenant in the property. The order value for the project amounts to SEK 19 million.
Takbyrån was founded in 2014 and specializes in roofing contracting and performs all types of roofing projects and also solar energy installations. Takbyrån's customers are often construction and real estate companies, but also industries and the public sector. Now the company has taken its single biggest order when helping Inhub with a roofing contract. When the new highly automated logistics property is ready, the building will include 48,000 square meters of warehouse and office space.
– This is a great project for us, and I really want to thank Tuve Bygg for the great trust in us as a partner. We look forward to “roll up our sleeves” and contribute to Lindex's new highly automated warehouse in Alingsås, says Håkan Jaconelli, founder and project manager at Takbyrån.
The roofing will start in November and the entire facility is planned to be put into operation in 2024. The logistics property has the highest requirements in terms of construction and environmental certification to design the property in line with the fashion company's sustainability ambitions.
The electrical engineering company TG:s El in Finspång has been part of the Soltech group since July 1 this year. During the second quarter the company has taken its largest order to date. The assignment includes electrical installations and solar energy solutions when the Hällestagården nursing home expands their property. The general contractor is ED Bygg and the owner of the nursing home is the municipality of Finspång. The order value amounts to approximately SEK 11 million.
TG:s El is the Soltech Group's latest acquisition and is based in Finspång and Norrköping, and the company's history, which started back in 1982, has over the years created a strong local presence in Östergötland. The company's core competence is electrical engineering, but they are also at the forefront of solar energy, as the company itself previously acquired the company Smart Solkraft, which forms TG:s own solar energy department. Now TG:s El has received its largest order ever when the Hällestagården nursing home is to be expanded.
¬ We are delighted to be trusted to contribute to the expansion of Hällestagården. It feels great that we get to carry out both electrical installation and solar cell installations. I believe that this assignment is a proof that our local commitment and experienced employees makes us competitive, says Rickard Thormeyer, CEO of TG:s El.
A flying start in the Group
The company is the Soltech Group's latest acquisition and was acquired as recently as July 1, 2022. Although TG:s El is already in the forefront of solar energy, the goal is to integrate even more solar energy into the product range.
– I want to congratulate TG:s El on their biggest order to date. We already know that this is a skilled electrical engineering company that is also strong in solar energy, a combination that will create great business opportunities both today and in the future. We are happy to have them on board, says Stefan Ölander, CEO of Soltech Energy.
The interview can be seen here:
https://www.youtube.com/watch?v=rIs73M9LvkE (in Swedish)
CONTINUED STRONG GROWTH
CEO comment:
Soltech's growth in the second quarter is yet another proof of our corporate strength. We reach SEK 437 million in revenue, which corresponds to 126 percent growth pro forma* and our organic growth reached 35 percent. We have good wind in our sails and aim to reach SEK 1.7 billion in revenue this year. We are proud of our entry into both the Netherlands and Spain during the quarter and our companies continue to deliver despite the impact of the turmoil in the world around us.
THE SECOND QUARTER IN BRIEF
• The Group's revenue in the quarter amounted to SEK 437 (266.2) million, an increase of 64%. Adjusted for Advanced Soltech*, the Group's revenue amounted to SEK 437 (193.7) million, an increase of 126%.
• The Group's organic growth amounted to 35 (36) % and is primarily driven by high demand for solar energy solutions.
• The Group's earnings before depreciation (EBITDA) amounted to -30.2 (29.3) MSEK. Adjusted for Advanced Soltech*, the group's EBITDA amounted to -30.2 (-22.8) MSEK. EBITDA has been positively affected by results from shares in associated companies with SEK 7.8 million. EBITDA has been negatively affected by price increases on components as well as continued investments and ventures in both new acquisitions and existing subsidiaries, which drives increased costs.
• The Group's operating profit (EBIT) amounted to SEK -54.6 (8.3) million. Adjusted for Advanced Soltech*, EBIT amounted to -54.6 (-20.5) MSEK. EBIT has, in addition to the effects on EBITDA mentioned above, been affected by increased depreciation as a result of acquisitions.
• The period's result after tax amounted to -58.1 (-31.8) MSEK.
• The period's cash flow from operating activities amounted to -42 (48.9).
• The period's cash flow for the group amounted to -105.9 (-25.5) MSEK.
• Earnings per share amounted to -0.51 (-0.33).
• The war in Ukraine has an indirect effect on the Group's costs and the price development of the components required for the manufacture of solar cell installations, roof installations, electrical installations and facades. Soltech Energy has no sales to Russia.
FIRST SIX MONTHS IN BRIEF
• The Group's revenue amounted to SEK 724.5 (411.4) million. An increase of 76%. Adjusted for Advanced Soltech, revenues amounted to SEK 724.5 (338.8) million, an increase of 114%.
• The Group's organic growth amounted to 39 (39) % and is primarily driven by high demand for solar energy solutions.
• The group's earnings before depreciation (EBITDA) amounted to SEK -68.7 (21) million. Adjusted for Advanced Soltech*, the group's EBITDA amounted to -68.7 (-31.1) MSEK. EBITDA has been positively affected by results from shares in associated companies with SEK 2.7 million. At the same time, EBITDA has been negatively affected by price increases on components as well as by continued investments and ventures in both new acquisitions and existing subsidiaries, which drives increased costs.
• The Group's operating profit (EBIT) amounted to -107.8 (-20.1) MSEK. Adjusted for Advanced Soltech*, EBIT amounted to -107.8 (-48.9) MSEK and, in addition to the effects on EBITDA mentioned above, was affected by increased depreciation as a result of acquisitions.
• The first half-year result after tax amounted to -111.3 (-50) MSEK.
• The period's cash flow from operating activities amounted to -113.1 (44.2).
• The period's cash flow for the group amounted to -186.1 (-127.2) MSEK.
• Earnings per share amounted to -1.01 (-0.65).
SIGNIFICANT EVENTS DURING THE SECOND QUARTER
Significant events in subsidiaries:
• Soltech Energy Solutions has been commissioned to build a 38,000 square meter solar installation for Coop Sverige AB consisting of CFP-certified panels with recycled silicon from Norway and silicon from Germany and the US.
• Soltech Energy Solutions and Provektor have jointly been commissioned to install solar energy solutions at ICA stores.
• Soltech's subsidiary Soltech Energy Solutions has been commissioned to build a 4 MW solar energy installation on Infrahub's property where Svenska Retursystem will conduct its operations.
• Soltech's subsidiary Takorama has been commissioned to install a solar energy solution of 1,400 square meters and approx. 7,000 square meters of roofing on one of the roofs of the Svenska Mässan Gothia Tower in Gothenburg.
Acquisition:
• Soltech has made its first additional acquisition by acquiring 100% of the solar energy company Solexperterna Värmland AB, effective April 1. The acquired company will become part of the wholly owned subsidiary Din Takläggare, which thereby strengthening its solar expertise.
• Soltech has made another additional acquisition and acquired 100% of the shares in the electricity company Trönninge Elektriska AB, based in Halmstad. The acquired company will become part of the wholly owned subsidiary Provektor Sweden AB from 1 June.
International acquisitions:
• Soltech has acquired 53.3% of the shares in the Dutch solar energy company 365 Energie Holding B.V. (365zon) based in Eindhoven, the Netherlands. The acquisition of 365zon is financed entirely from own cash and with newly issued Soltech shares. The company had a turnover of SEK 250 million in 2021 and is estimated to have a turnover of approx. SEK 350 million in 2022 with an operating profit of approx. 10%. Since 2012, 365zon has completed over 20,000 successful installations and with its nationwide installation capacity, the company has an average of approx. 6,500 solar energy installations annually on the Dutch residential market.
• On 22 June, Soltech acquired 65% of the shares in the Spanish solar energy company Sud Energies Renovables SL with access on 5 July. The company had a turnover of SEK 90 million in 2021 and the turnover is expected to increase sharply to approx. SEK 245 million in 2022, with an operating profit of approx. 8–10%. This establishes the group in the strongly growing Spanish solar energy market. The acquisition is financed entirely from own cash and with newly issued Soltech shares.
Other:
• Soltech's annual general meeting was held on 12 May. Among other things, it was decided that the board was given renewed authorization to decide on new issues of shares and/or convertibles and/or warrants, that the board and the CEO were granted discharge from liability for the past year and the election of a partially new board.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
• On July 1, Soltech acquired 100% of the shares in TG's El i Finspång AB and the wholly owned subsidiary Smart Solkraft.
• The subsidiary Rams El has won two new deals regarding electrical installations for schools in Gothenburg. The order value for the two new projects amounts to SEK 21 million.
• The subsidiary ESSA has been commissioned by the real estate company Örebroporten Fastigheter AB for a facade contract at Stadsbyggnadshuset, where part of the facade consists of building-integrated solar cells. The entire facade is expected to be commissioned in the spring of 2023 and the order value amounts to approximately SEK 23.6 million.
*Advanced Soltech Sweden AB (ASAB) was separately listed on the Nasdaq First North Growth Market on October 29, 2021 and was thus deconsolidated from the group, which affects the comparative figures for 2021
The quarterly report and other financial reports are available at: https://soltechenergy.com/investerare/finansiella-rapporter-kalender/
The credit committee at China Bank of Communications (BOCOM) has given a positive decision regarding a bank loan over 8 years of CNY 410 million (approximately SEK 615 million) to Advanced Soltech’s subsidiaries in China. BOCOM has indicated a fixed interest which is significantly lower compared to what the Company has today. The purpose of the loan is to repay the outstanding bond SOLT5 when the loan is finalized.
Advanced Soltech has during a long time conducted discussions which several actors regarding a long-term financing of the Company’s operations in China. In recent years, the interest from local actors to finance the green energy transition has increased substantially.
The lender, BOCOM, is China’s fifth largest bank with a balance sheet larger than Nordea, SEB, Handelsbanken and Swedbank together. BOCOM was founded in 1907 and the bank’s stock is listed in both Hong Kong and Shanghai.
Advanced Soltech’s CEO, Max Metelius, comments:
– The positive decision from China Bank of Communication is a big step forward in our work to improve a financing structure that would entail large savings for the Company.
Soltech Energy's CEO, Stefan Ölander comments:
– As the largest stakeholder in Advanced Soltech, we are very pleased with this positive announcement. It will probably facilitate future financing with even better terms.