SOLTECH DELIVERS 44% ORGANIC GROWTH
CEO comment:
Soltech's third quarter 2022 shows an impressive organic growth of a whopping 44 percent, which I am very proud of. We don't only acquire companies, by doing so we also develop and enhance growth within the Soltech family. We reach SEK 482.5 million in revenue, which corresponds to 119 percent in growth adjusted for Advanced Soltech. However, we still have negative figures in terms of results, which is something that we have great focus to turn around going forward, not least by increased synergy effects. Soltech should not be an speculative company with low or non-existent revenues.
We will soon exceed 2 MDR in revenue and there are great opportunities for us to achieve increased profitability through synergy effects from this large revenue. Not least are synergies between the companies an even greater focus going forward.
THIRD QUARTER IN BRIEF
• The group's revenues during the quarter amounted to SEK 482.5 (267.2) million, an increase of 81%. Adjusted for Advanced Soltech*, the group's revenue amounted to SEK 482.5 (220.1) million, an increase of 119%
• The group's organic growth amounted to 44% (39%) and was driven by high demand for solar energy solutions.
• The group's earnings before depreciation (EBITDA) amounted to -55.3 (29.3) MSEK. Adjusted for Advanced Soltech*, the group's EBITDA amounted to -59.9 (-6.9) MSEK. EBITDA has been positively affected by results from shares in associated companies with SEK 4.6 million. EBITDA has been negatively affected by profit effects from the Neab group of -44.5 MSEK and, in addition to this, also affected by prevailing component shortages and price increases for construction components. The price increases above all affect the group's fixed price projects that were agreed before the price increases. During the quarter, the group also invested in both new acquisitions and existing subsidiaries, which continued to drive increased costs.
• The group's operating profit (EBIT) amounted to SEK -84.8 (4.6) million. Adjusted for Advanced Soltech*, EBIT amounted to -89.4 (-18.2) 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 profit after tax amounted to -91.1 (-10.6) MSEK.
• The period's cash flow from operating activities amounted to -33.3 (-116.9) MSEK and has been affected by investments in existing operations and increased inventory levels to secure deliveries to existing projects.
• The period's cash flow for the group amounted to SEK 98.6 (399.6) million. Similar to the previous year, the cash flow has been affected by the completed new issue in the quarter of SEK 186 million (SEK 84 million has been added after the end of the reporting period).
• Earnings per share amounted to -0.90 (-0.19).
• During the quarter, the Neab group contributed with total revenues of -4.7 MSEK and EBIT of -33.5 MSEK. In addition to this, the decided bankruptcy has led to non-recurring costs of -11 MSEK, which meant that the total profit impact from the Neab group and related costs amounted to -44.5 MSEK in the quarter.
• 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 has no sales to Russia or Ukraine.
THE FIRST NINE MONTHS IN BRIEF
• The group's revenues amounted to SEK 1,207 (674) million, an increase of 79%. Adjusted for Advanced Soltech, revenue amounted to SEK 1,207 (554.3) million, an increase of 118%.
• The group's organic growth amounted to 39% (42%) and is primarily driven by high demand for solar energy solutions.
• The group's earnings before depreciation (EBITDA) amounted to -124 (50.3) MSEK. Adjusted for Advanced Soltech*, the group's EBITDA amounted to -131.2 (-38) MSEK. EBITDA has been positively affected by results from shares in associated companies with SEK 7.2 million. EBITDA has been negatively affected by profit effects from the Neab group of SEK -71.6 million and has also been negatively affected by the previously mentioned price increases on components. During the year, the group continued to invest in both new acquisitions and existing subsidiaries, which drives increased costs.
• The group's operating profit (EBIT) amounted to -192.6 (-15.6) MSEK. Adjusted for Advanced Soltech*, EBIT amounted to MSEK -199.8 (-67.1) and has, in addition to the above-mentioned effects on EBITDA, been affected by increased amortization of goodwill as a result of acquisitions.
• The period's result after tax amounted to -202.4 (-60.6) MSEK.
• The period's cash flow from operating activities amounted to -146.5 (-72.7).
• The period's cash flow for the group amounted to SEK -87.5 (272.3) million.
• Earnings per share amounted to -1.88 (-0.43).
• In 2022, the Neab group contributed with total revenues of SEK 28.1 million and EBIT of SEK -60.6 million. In addition to this, the decided bankruptcy has led to non-recurring costs of SEK -11 million, which meant that the total profit impact from the Neab group and related costs amounted to SEK -71.6 million.
SIGNIFICANT EVENTS DURING THE THIRD QUARTER
Significant events in subsidiaries:
• 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 received an assignment from 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.
• The subsidiary Soltech Energy Solutions has signed an agreement with the municipal energy company Varberg Energi for a large battery park in Varberg that will contribute to stabilizing the electricity grid and optimizing power output. The total investment for the battery park amounts to upwards of SEK 100 million.
• A long-term electricity trading agreement has been concluded between the municipal energy company Nybro Energi and Soltech Energy Solutions. The agreement involves PPA solutions (Power Purchase Agreements) for large-scale solar installations.
Acquisition:
On July 1, Soltech acquired 100% of the shares in TG's El i Finspång AB and the wholly owned subsidiary Smart Solkraft.
• On 1 September, Soltech acquired 80% of the shares in Kalema E-Mobility AB (E-Mobility) with access on the same day. The acquisition is Soltech's first purely electric car charging company with excellence in electric car charging projects for companies and private individuals but also in solar energy services.
• On 21 September, Soltech acquired 100% of the shares in Takab i Jönköping AB (TAKAB) with access on 3 October. TAKAB has around 30 employees who work from the company's headquarters in Jönköping.
International acquisitions:
On 22 June, Soltech acquired 65% of the shares in the Spanish solar energy company Sud Energies Renovables SL with access on 5 July. 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:
The board of Soltech Energy AB (publ) decided, with the support of the authorization of the general meeting, to carry out a new share issue of approximately SEK 228 million with preferential rights for existing shareholders and possible over-allotment. The rights issue was oversubscribed, and the company received approximately SEK 270 million before issue costs.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
• On October 14, the Neab Group filed for bankruptcy. At the time of the acquisition, the Neab group was a clear turn-around case that Soltech worked actively to turn around. The overall assessment on the basis of the decision is that the Neab group will be financially insolvent for a long time to come and that there are no conditions to continue the business. Bankruptcy trustees were appointed on 14 October and from this date Soltech no longer has controlling influence over the company. This means that from this date the Neab group will not be consolidated and will not have any financial impact from 2023 onwards. In quarter 3, the Neab group contributed with turnover of -0.2 MSEK and EBIT of -33.5 MSEK and for the first nine months of the year with sales of 36.5 MSEK and EBIT -71.6 MSEK. This also includes restructuring costs as a result of the bankruptcy of SEK 11 million. During the past 12 months, Soltech has worked actively to turn around the financial situation in the Neab group both via additions and via the addition of personnel resources. As a result of the deconsolidation, during the fourth quarter, Soltech will receive an operating income not affecting cash flow of a preliminarily estimated SEK 49 million. Soltech does not expect any further effects or costs from the Neab group in the coming quarters.
• The subsidiary Soltech Energy Solutions has signed an agreement for a roof-mounted solar cell installation that will measure approximately 9,400 square meters and consist of 3,624 solar panels. When completed, the solar cells will have an installed output of 1,975 kWp and will account for an electricity production that covers 30% of the property's electricity needs. The solar cell plant is expected to be commissioned in the spring of 2023.
• On October 28, Soltech Energy Sweden AB acquired 20% of the shares in the subsidiary Takrekond i Småland AB with access on the same day. Soltech Energy now owns 100% of the company and the acquisition of the remaining shares in the company is part of the work to continue strengthening Takrekond's transformation towards becoming a solar roof company.
*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/
Soltech Energy Sweden AB's (publ) new share issue of SEK 228 million with preferential rights for the shareholders has been completed. In total, shares were subscribed for over SEK 270 million, and Soltech has therefore decided to also carry out an Over-allotment issue. Soltech will thus receive a total of approximately SEK 270 million before issue costs of approximately SEK 28 million. The rights issue was 100% guaranteed by a guarantee consortium composed of Swedbank. With the outcome, the guarantees will not have to be used.
CEO Stefan Ölander in a comment:
– We are humbly grateful for the great trust our shareholders have shown us in this new share issue. Despite extremely difficult external factors, the issue is oversubscribed. Now we continue our acquisition strategy, our investments in existing subsidiaries, our focus on profitability going forward and our contribution to a green energy transition.
Number of shares and Over-allotment
A total of 16,930,491 shares were subscribed with the support of subscription rights, corresponding to approximately 82 percent of the Rights issue, and 7,623,537 shares without the support of subscription rights, which means that approximately 118 percent of the issue was subscribed.
To enable an even greater investment in acquisitions and existing subsidiaries, the board has decided to issue an additional 3,797,020 shares in an Overallotment issue. This takes place at a subscription price of SEK 11 per share, which gives SEK 41,767,220 million, and on the terms stated in the prospectus regarding the rights issue, which gives approximately SEK 228 million. Through the Rights issue and the Over-allotment issue, a total of 24,554,028 shares will be issued and the Company will thereby receive approximately SEK 270 million before issue costs of approximately SEK 28 million.
Allocation in the Rights Issue
The persons who subscribed for shares with the support of subscription rights have, in connection with simultaneous payment, been allocated BTA. Notice of allocation to the persons who subscribed for shares without the support of subscription rights is expected to be distributed on September 28, 2022 by sending a settlement note. Allocation to the persons who have subscribed for shares via a trustee is expected to appear on the account around September 28, 2022. Trustee-registered shareholders will receive notification of allocation in accordance with the respective trustee's routines. Subscribed and allocated shares must be paid in cash no later than on the settlement day, October 3, 2022, in accordance with the instructions on the settlement note. Only those who receive allocation will be notified.
Allotment in the Overallotment Issue
Notice of allocation to the persons who subscribed for shares without the support of subscription rights is expected to be distributed on September 28, 2022 by sending a settlement note.
The board has decided to assign all who subscribed for shares without preference the right to allocation in the Overallotment issue.
Share capital and number of shares
After registration of the Rights issue and the Over-allotment issue with the Swedish Companies Registration Office, the Company's share capital will increase by SEK 1,227,701.4 to a total of SEK 6,416,953.45. The number of shares in the Company will then increase by a further 24,554,028 shares to a total of 128,339,069 shares.
Paid subscribed shares, BTA
Subscription of shares with and without preferential rights took place during the period 12/9 – 26/9 2022. As soon as the share capital increase has been registered with the Swedish Companies Registration Office, paid subscribed shares (BTA) in the preferential issue will be converted into new shares. Until then, trading with BTA is ongoing on the Nasdaq First North Growth Market. Trading in new shares is estimated to be able to begin on the Nasdaq First North Growth Market around week 41 of 2022. The persons allocated shares in the Over-allotment issue will not receive BTA but will receive BTA2 which will be converted into shares after the share capital increase has been registered with the Swedish Companies Registration Office. This is estimated to take place around week 41 of 2022.
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.
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.
On June 22, Soltech Energy Sweden AB (publ), acquired 65 percent of the shares in the Spanish solar energy company Sud Energies Renovables SL (Sud Renovables) based in Catalonia, Spain. Access will take place on July 5, 2022. The company had sales of SEK 90 million in 2021 and sales are expected to increase to approximately SEK 245 million in 2022, with an operating profit of approximately 8-10 percent, thanks to a very strong order book. This is Soltech's second international acquisition, following the acquisition of 365zon in the Netherlands, and it establishes the Group in the rapidly growing Spanish solar energy market. The acquisition is financed entirely from own cash and with newly issued Soltech shares.
The acquisition of Sud Renovables in financial terms:
• Initial acquisition payment for 65% of the shares amounts to approximately SEK 81 million*
• The acquisition is paid for with an initial cash deposit of approximately SEK 45 million and with newly issued Soltech shares to a value of SEK 36 million
• During the next 36 months, a variable additional purchase of a total of approximately SEK 98 million* can be paid, if set sales and profitability targets are achieved. Which would give a total acquisition payment of approximately SEK 179 million *
• Soltech has an option to buy the remaining 35% after 2024 at a similar valuation
• The acquisition of Sud Renovables is financed entirely from own cash and with newly issued Soltech shares
• Soltech and Sud Renovables assessment is that the acquisition will contribute approximately SEK 125 million in sales during the financial year 2022 (six months), and that Sud Renovables makes a positive operating profit of approximately 8-10% for the year
• During the years 22-23-24, Sud Renovables is estimated to contribute with more than SEK 868 million in sales, and Sud Renovables will maintain an operating profit of 8-10% per year during the same period
• Synergy effects, primarily in purchasing and logistics through this acquisition, are expected to have a positive effect on sales and earnings throughout the Group
Soltech's international expansion
Soltech is now continuing its international expansion by acquiring a leading solar energy company in Spain. Sud Renovables was founded in 2005 and has since had a successful growth journey and had sales of approximately SEK 90 million in 2021. The company is focused on the development and installation of solar energy and storage solutions for property owners and companies. Mainly through large-scale solutions such as solar parks, roof-placed solar cell systems and solar facades for commercial properties as well as logistics and industrial properties. The company also offers solar cell solutions for the consumer market.
Sud Renovables has about 60 employees in the parent company and about 35 employees in the wholly owned subsidiary, Instal Sud, which is installation and assembly oriented. Mounting capacity is a shortage area in solar energy and the fact that Instal Sud is included in this acquisition is very positive for Soltech.
The company is one of the major solar companies on the Spanish market which has been slowed down by political regulations, and mainly by the so-called solar tax that was abolished in 2019. The country's solar energy market has since gained momentum and given the conditions for solar energy, few other European countries can compete with Spain. In addition to good solar radiation, the combination of political deregulations and high electricity prices creates very good conditions for solar energy players in the country.
¬ Now our international expansion continues by entering the Spanish solar energy market, which feels great. Sud Renovables is a well-run and market-leading solar energy company with good profitability and solid experience of large-scale and innovative solar energy solutions. This is the starting point for establishing the Soltech model in a new market that also has Europe's best conditions for solar energy, and we would like to warmly welcome Sud Renovables to the Group, says Stefan Ölander, CEO of Soltech Energy.
The Soltech model will be implemented in Spain
The acquisition of Sud Renovables is Soltech's first in Spain and the target in the Spanish market is the same as in the Swedish and Dutch, to start off with an acquisition of a solar energy company and then also acquire companies in the roofing, facade and electrical engineering industries and transform them by adding solar energy to the product range. A transformation strategy that creates positive synergy effects in areas such as purchasing and logistics for companies in Sweden, the Netherlands and now also Spain. But above all, the transformation strategy creates security for the companies' customers who, through the Group's cross-border expertise, can be offered complete solutions.
– Soltech is a reputable solar energy company, and we are very happy to now be part of the group. We see great benefits from the collaboration, and we are now equipped to be able to take even a larger market share and continue on the development of a strong and innovative company. We want to thank the team at Soltech for a good collaboration and we see a very bright future together, says Alfred Puig, co-founder and CEO of Sud Renovables.
CONTINUED VERY STRONG GROWTH
CEO comment:
Soltech once again delivers very strong growth during the first quarter of 2022. We reach a full SEK 287.5 million in revenue, which corresponds to 143 percent growth in Sweden. The quarter began with unusually high rate of sick leave due to Covid-19 and related family quarantine rules, and on February 24, Russia's offensive war against Ukraine started. In other words, an unusual and tough quarter, which we still manage to navigate through in a good way. Our organic growth was as much as 43 percent, which is a figure to be proud of for all our employees.
FIRST QUARTER IN BRIEF
• The Group's revenues in the quarter amounted to SEK 287.5 (145.2) million, an increase of 98%.
• The Group's revenues in the Swedish operations amounted to SEK 287.5 (118.1) million, an increase of 143%.
• The Group's organic growth amounted to 43 (56) %.
• The Group's profit before depreciation (EBITDA) amounted to SEK -38.5 (-8.3) million. EBITDA was negatively affected by earnings from participations in associated companies by SEK -5.1 million. EBITDA has also been negatively affected by price increases for components as well as continued investments and investments in both new acquisitions and existing subsidiaries, which drives increased costs.
• The Group's operating profit (EBIT) amounted to SEK -53.2 (-28.4) million. EBIT has, in addition to the above-mentioned effects on EBITDA, been affected by increased depreciation as a result of acquisitions.
• The Group's EBITDA in the Swedish operations amounted to SEK -38.5 (-26.7) million and EBIT -55.3 (-35.6) million.
• Profit after tax for the period amounted to SEK -53.2 (-18.2) million.
• Cash flow for the period from operating activities amounted to SEK -71.2 (-4.7) million.
• The period's cash flow for the Group amounted to SEK -80.2 (-101.7) million.
• Earnings per share amounted to SEK -0.52 (-0.33).
• Covid-19 affected the Swedish operations during the first quarter, mainly in the form of sick leave and family quarantine.
SIGNIFICANT EVENTS DURING THE FIRST QUARTER
Significant events in subsidiaries:
• ESSA Glas & Aluminum AB has won a contract for the execution of a façade contract with construction starting during the summer of 2022. The assignment is carried out for the Stockholm Region, through Locum AB, and has an order value of SEK 92 million.
• Soltech Energy Solutions and Falkenklev Logistik are deepening their collaboration. In addition to the 1.5-hectare solar park that Soltech will build, both companies, together with Scania, will also build Sweden's largest charging and battery park for electric trucks. The project is part-financed by the Swedish Environmental Protection Agency.
• Soltech Energy Solutions will build Sweden's largest solar park connected to only one industry for Åbro Bryggeri in Vimmerby. The solar park will cover an area of 10 hectares and will contribute to Åbro Bryggeri becoming completely self-sufficient in solar. The park is planned to be commissioned during the latter part of 2022.
Acquisitions:
• Soltech has acquired the remaining 30% of the shares in the subsidiary Fasadsystem i Stenkullen AB, which after the acquisition is a wholly owned subsidiary.
• The remaining 40% of the shares in the subsidiary Din Takläggare i Värmland-Dalsland AB have been acquired and the company is now a wholly owned subsidiary. At the same time, the Group made its first additional acquisition by acquiring 100% of the solar energy company Solexperterna Värmland AB, with effect from 1 April 2022. The acquired company will be part of the now wholly owned subsidiary Din Takläggare.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
International acquisition:
• Expansion outside Sweden. Soltech has acquired 53.3 percent 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 its own cash and with newly issued Soltech shares. The company had sales of SEK 250 million in 2021 and is estimated to have sales of approximately SEK 350 million in 2022 with an operating profit of approximately 10%. Since 2012, 365zon has completed over 20,000 successful installations and with its nationwide installation capacity, the company now has an average of approximately 6,500 solar cell installations annually in the Dutch housing market.
Significant events in subsidiaries:
• Soltech Energy Solutions has been commissioned to build a 38,000 sqm solar energy solution for Coop Sverige AB consisting of CFP-certified panels with recycled silicon from Norway and silicon from Germany and the US. The facility will cover half of the entire property's electricity needs. Commissioning is planned for the turn of the year 2022/2023.
• Soltech Energy Solutions and Provektor have been commissioned to build panel installations for solar energy solutions at three ICA stores. Commissioning of the first facility in Borås is planned for the summer of 2022.
Other:
• Soltech's Annual General Meeting was held on May 12, 2022. It was decided, among other things, that the Board was given renewed authorization to decide on new issues of shares and / or convertibles and / or warrants, that the Board & CEO were granted discharge for the past year.
* Soltech Energy Sweden AB's subsidiary Advanced Soltech Sweden AB (ASAB) was listed on the Nasdaq First North Growth Market on October 29, 2021 and was thus deconsolidated from the Group. The comparative figures are not recalculated with this in mind.
Stockholm, May 12, 2022: Soltech Energy's Annual General Meeting was held on Wednesday, May 12, 2022, chaired by Göran Starkebo, member of the Board.
Adoption of income statement and balance sheet
The Annual General Meeting approved the income statement and balance sheet for the Parent Company as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.
Disposition of results
The Annual General Meeting resolved that no dividend be paid for the financial year 2021 and that the accumulated profit be transferred to a new account in accordance with what appears from the administration report.
Board of Directors and CEO
The Annual General Meeting granted the Board members and the President discharge from liability for the 2021 financial year.
The Annual General Meeting elected the Board members Mats Holmfeldt, Vivianne Holm, Hellen Wohlin Lidgard, Göran Starkebo, Johan Thiel and Stefan Ölander. Mats Holmfeldt was elected Chairman of the Board.
Auditors
The Annual General Meeting resolved to re-elect the registered auditing company PwC with the authorized public accountant Claes Sjödin as the principal auditor.
Board and auditor fees
The Annual General Meeting resolved that board fees shall be paid in the amount of SEK 500,000 to the Chairman of the Board and SEK 250,000 each to other Board members. The AGM resolved that the fees for a member of established committees shall be SEK 40,000 per person and committee. The chairman of the committee shall receive a fee of SEK 60,000. A member who is reimbursed by the company due to employment shall not, however, receive board fees, either in the parent company or subsidiaries.
Other proposals and decisions
The Annual General Meeting resolved to approve the Board's proposal in accordance with the notice of:
- Decision to adopt proposed guidelines on nomination committee principles
- Changes in the Articles of Association:
- Increase of the share capital to a minimum of SEK 3,000,000 and a maximum of SEK 7,500,000
- The number of shares is a minimum of 60,000,000 and a maximum of 150,000,000
- Renewed authorization to decide on a new issue of shares and / or convertibles and / or warrants.
The minutes of the Annual General Meeting will be published on the Company's website www.soltechenergy.com/investor/corporategovernance
More information is available at www.soltechenergy.com.
Soltech Energy Sweden AB (publ) has today published its annual report for 2021.
Another unusual year has come to an end, and we are proud to have been able to deliver such a strong 2021 as we have done, given the effects of the Corona pandemic.
We land on total revenues of SEK 951.8 million (499) from operations and deliver 91% growth at Group level, excluding revaluation effects from the special listing of Advanced Soltech of SEK 288 million. The Group's operating profit (EBIT) amounted to SEK 150.7 (42.8) million, an increase of 252%.
We are very humble going forward in 2022, due to the Corona pandemic still raging in large parts of the world and not least due to global developments after February 24 with the war in Ukraine. But both the Corona pandemic and the war will come to an end and then we look forward to an even stronger market growth.
For a complete report of the 2021 accounts, please refer to the attached annual report, including the auditor's report.
The annual report in its entirety, together with the auditor's report, can also be read and downloaded from Soltech Energy Sweden AB's website: htps://soltechenergy.com/investerare/finansiella-rapporter-kalender/
For a printed copy please order at: Info@soltechenergy.com
The shareholders in Soltech Energy Sweden AB (publ), corporate identity no. 556709-9436, (the “Company”) is called to the Annual General Meeting on Thursday, May 12, 2022 at 17:00 at Elite Hotel Stockholm Plaza, Birger Jarlsgatan 29. Registration begins at 16:30.
The Board has decided that the shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal vote in accordance with Sections 22 of the Act (2022: 121) on temporary exemptions to facilitate the conduct of general and general meetings.
Exercise of voting rights at meetings, the right to participate and registration
Shareholders who wish to exercise their voting right on site in the meeting room in person or via a representative must:
On the one hand, be entered in the share register kept by Euroclear Sweden AB no later than Wednesday
4 May 2022 (for nominee-registered shares, see also “Nominee-registered shares” below), and
On the one hand, they have announced their participation in the meeting no later than Monday, May 9, 2022, at the address Soltech Energy Sweden AB (publ). Annual General Meeting, Tegnérgatan 1, 111 40 Stockholm or via e-mail to stamma@soltechenergy.com. In the notification, shareholders must state their name and social security number or company and organization number. In addition, the address, telephone number, shareholding and any assistants (maximum one) must be stated.
Shareholders may appoint a proxy. Shareholders who are represented by a proxy must issue a written and updated power of attorney for the proxy. The power of attorney is valid for a maximum of one year from the date of issue, unless the power of attorney specifically states a longer period of validity, however, for a maximum of five years from the time of issue. Authorization documents issued by a legal entity must be accompanied by authorization documents (registration certificate or equivalent). The original power of attorney and any authorization documents should be submitted to Soltech Energy Sweden AB in good time before the Annual General Meeting, however no later than 9 May 2022. Annual General Meeting, Tegnérgatan 1, 111 40 Stockholm. Proxy forms are available on the company's website, https://soltechenergy.com/investerare/bolagsstyrning/
Aktieägare som önskar utöva sin rösträtt genom poströstning skall
On the one hand, be entered in the share register kept by Euroclear Sweden AB no later than Wednesday
4 May 2022 (for nominee-registered shares, see also “Nominee-registered shares” below), and
Partially no later than Monday, May 9, 2022, register by casting your postal vote according to the instructions below so that the postal vote is received by the company no later than that day
Instructions for postal voting
To vote at the meeting, shareholders must use the postal voting form and follow the instructions available on the company's website, https://soltechenergy.com/investerare/bolagsstyrning/. The postal voting form applies as a notification to the meeting. The postal voting form must be sent:
• by post to Soltech Energy Sweden AB (publ). Tegnérgatan 1, 111 40 Stockholm (mark the envelope with "Soltech Energy Annual General Meeting")
The shareholder may not provide the postal vote with special instructions or conditions.
If this happens, the vote (i.e. the individual postal vote in its entirety) is invalid.
Further instructions and conditions can be found in the postal voting form.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are nominee-registered through a bank or other nominee must, in addition to registering at the Annual General Meeting, have the shares registered in their own name so that the shareholder is entered in the share register on 4 May 2022. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines at such time in advance as the nominee determines and in good time before Wednesday, May 4, 2022, when such registration must be completed.
Proposed agenda
1. Opening of the meeting
2. Election of chairman at the meeting
3. Establishment and approval of the ballot paper
4. Approval of the agenda
5. Selection of one or two protocol adjusters
6. Examination of whether the meeting has been duly convened
7. Speech by the CEO
8. Presentation of the annual report and auditor's report as well as the consolidated accounts and consolidated auditor's report for the financial year 2021.
9. Decision:
i. Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
ii. Appropriations regarding the Company's earnings in accordance with the approved balance sheet.
iii. Discharge of liability for the board members and the CEO.
10. Determination of the number of board members
11. Decision on remuneration to the Board
12. Determination of auditors' fees
13. Election of board
14. Election of Chairman of the Board
15. Election of auditor
16. Resolution on nomination committee principles
17. Resolution on amendment of the Articles of Association
18. Resolution authorizing the Board of Directors to issue shares, convertibles and warrants
19. Any other decisions
20. Closing of the meeting
Proposition for resolution
Item 2 – Election of chairman of the meeting
The Board of Directors proposes that Göran Starkebo be elected Chairman of the Meeting.
Item 9 (ii) – Outline of the Company's earnings
The Board of Directors proposes that no dividend be paid to the shareholders, and that amounts available to the Annual General Meeting be transferred to a new account.
Item 10 – Determination of the number of board members
The Nomination Committee proposes that the number of board members to be elected by the AGM be six without deputies.
Items 11–12 – Determination of board fees and auditors' fees
The Nomination Committee proposes that a board fee of SEK 500,000 be paid to the Chairman of the Board and that a board fee of SEK 250,000 be paid to each of the other members of the Board. If the board establishes a committee, the fee to a member shall be SEK 40,000 per person and committee. The chairman of the committee shall receive a fee of SEK 60,000. However, a board member who is reimbursed by the Company due to employment shall not receive a fee, either in the parent company or in subsidiaries.
It is proposed to the auditor that fees be paid according to an approved invoice.
Item 13-14 – Election of board and chairman of the board
The Nomination Committee proposes the following persons to Board members and Chairman of the Board for the period until the next Annual General Meeting:
Board members
a) Mats Holmfeldt (re-election)
b) Vivianne Holm (new election)
c) Hellen Wohlin Lidgard (re-election)
d) Göran Starkebo (re-election)
e) Johan Thiel (new election)
f) Stefan Ölander (re-election)
Chairman of the Board
g) Mats Holmfeldt
Anna Kinberg Batra and Jimmie Wiklund have declined re-election for the coming period.
The Nomination Committee's proposal for new members Vivianne Holm and Johan Thiel is considered to possess the competence required to contribute to the company's expansion in a good and constructive manner. The Nomination Committee proposes Mats Holmfeldt as Chairman, who is currently a member of the Board as a member, and is considered by the Nomination Committee to have the right competence for the assignment as Chairman of the company.
Information on all proposed board members is available at www.soltechenergy.com/investor/corporate governance/
Item 15 – Election of auditor
The Nomination Committee proposes that the Annual General Meeting, for the period until the end of the next Annual General Meeting, re-elect PricewaterhouseCoopers i Sverige AB (PWC) as the Company's auditor. PWC has announced that in the event that PWC is elected, PWC will appoint Claes Sjödin as the principal auditor.
Item 16 – Decide nomination committee principles
The Nomination Committee is appointed by the Chairman of the Board contacting at least three of the largest shareholders in the Company in terms of votes as of September 30, 2022, who (if they so wish) may each appoint a representative to constitute the Company's Nomination Committee. If any of the three largest shareholders waives their right to appoint a member to the Nomination Committee, such right shall pass to the next shareholder in the order of magnitude, who has not already been offered the opportunity to appoint a member of the Nomination Committee.
It is up to the nomination committee to appoint its chairman.
The Nomination Committee shall otherwise follow the principles in the Swedish Code of Corporate Governance.
Item 17 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association. This is in order to provide opportunities for the Board to act quickly when there is a need to issue new shares either for company acquisitions or issue procedures. The Board proposes the following:
• The limits for the company's share capital (§ 4 of the Articles of Association) change from the lowest SEK 2,000,000 and a maximum of SEK 6,000,000 to a minimum of SEK 3,000,000 and a maximum SEK 7,500,000.
• The limits for the company's number of shares (§ 5 of the Articles of Association) are changed from a minimum of 40,000,000 and a maximum of 120,000,000 to a minimum of 60,000,000 and a maximum of 150,000,000.
Item 18 – Resolution authorizing the Board of Directors to decide on a new issue of shares and the issue of warrants and convertibles.
The Board proposes that the Annual General Meeting resolves to authorize the Board to, until one or more occasions, decide on a new issue of shares and / or issue of convertibles and / or warrants until the next Annual General Meeting, even with deviation from the shareholders' preferential rights. The shares, convertibles and / or warrants must be able to be subscribed for against cash payment or against payment by set-off, by contributing in kind, or otherwise with conditions. The authorization is limited to the number of shares in the case of a new issue or in the issue of warrants and convertibles, the number of warrants and convertible debentures that may involve issuance or conversion to the corresponding number of shares, calculated at the time of issue of such warrants or convertibles. on number of shares.
Item 20 – Closing of the Meeting
Provision of documents
Annual report documents and the auditor's report as well as the Board's complete proposal as above will be kept available at the Company's offices for at least three weeks before the meeting and sent free of charge to shareholders who have notified that they wish to receive such information from the Company. All documents will also be available at the same time on the Company's website, https://soltechenergy.com/investerare/bolagsstyrning/.
Information on the number of shares and votes and on the holding of own shares
The total number of shares and votes in the company at the time of this notice was 97,140,849. All issued shares have equal voting rights. The company does not hold any own shares.
Majority requirements
Resolutions pursuant to items 16 and 17 above are valid only if they have been supported by shareholders with two thirds of both the votes cast and the shares represented at the meeting.
Shareholders' right to request information
The Board of Directors and the CEO shall, if any of the shareholders so request and the Board considers that this can be done without significant damage to the company, provide the Annual General Meeting with information on circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the company's financial situation. The disclosure obligation also refers to the company's relationship with another group company and the consolidated accounts, as well as such matters regarding subsidiaries as are referred to in the first paragraph.
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Stockholm April 2022
Soltech Energy Sweden AB (publ)
The Board of directors