On April 1, Soltech Energy Sweden AB (publ) 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 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 percent. This is Soltech's first international acquisition and establishes the Group in the growing Dutch solar energy market. The acquisition is financed entirely with own cash and with newly issued Soltech shares.
The acquisition of 365zon in financial terms:
• The acquisition payment for 53.3% of the shares amounts to SEK 115.7 million *
• The acquisition is paid for with an initial cash portion of SEK 57.85 million and with newly issued Soltech shares to a value of SEK 57.85 million
• After 12, 24 and 36 months, a further total of approximately SEK 25.7 million / year * can be paid in variable additional purchase consideration if set sales and profitability targets are achieved. Which would give a total acquisition payment of SEK 192.8 million *
• Soltech has an option to buy up the remaining 46.7% after 2024 at a market valuation
• The acquisition of 365zon is financed entirely with own cash and with newly issued Soltech shares
• Soltech and 365zon's assessment is that the acquisition will contribute approximately SEK 260 million in sales during the financial year 2022 (nine months) with a positive operating profit of approximately 10%
• During the years 22-23-24, 365zon is expected to contribute with more than SEK 1,200 million in sales with an operating profit of 10%
• 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 now embarks on its international expansion by acquiring a leading solar energy company in the Netherlands. 365zon was founded in 2012 and has had a successful growth journey with sales of approximately SEK 250 million in 2021. The company focuses on solar energy solutions and charging solutions for the consumer market, housing associations and members- and consumer organizations for homeowners and tenant-owners. 365zon has just over 40 employees.
365zon is one of the largest solar energy companies in the growing Dutch market where an investment in solar energy has become more and more profitable, the residents have an increased environmental awareness and several political reforms have created a rapidly growing demand for solar cells and charging solutions.
Since the start in 2012, the company 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 consumer market.
– Our international expansion now begins, which is a fantastic milestone. 365zon is a market-leading solar energy company in the Netherlands with good profitability and which is perfectly positioned to meet the increased demand for solar energy as well as charging and storage solutions in the private housing market. We are very happy to have them on board and today the journey begins towards establishing Soltech's acquisition strategy in new geographical markets, without slowing down the acquisition rate in Sweden, says Stefan Ölander, CEO of Soltech Energy.
The acquisition strategy is taken abroad
The acquisition of 365zon is Soltech's first in the Netherlands. The goal internationally is the same as in Sweden. To start with the acquisition of solar energy companies and then also acquire companies in the roofing, sheet metal, facade and electrical engineering industries with the goal of adding solar energy to their product range and transforming the companies.
A transformation strategy that benefits the customers through high quality and also creating positive synergy effects in areas such as purchasing and logistics, both for the subsidiaries in Sweden and the Netherlands.
– Soltech is a strong European solar energy company, and I am thrilled about entering the next growth phase for 365zon together with them. The main benefits of the new collaboration for 365zon are the increased buying power, having a financially strong partner to help further accelerate the growth of the company and the ability to soundboard with other solar energy companies in the rest of Europe. Working with Oscar, Stefan and the rest of Soltech's M&A team was a great pleasure, says Lars Buuts, founder and CEO of 365zon.
M&A firm Oaklins assisted 365zon with M&A advice in the transaction.
* Exact MSEK depends on the euro exchange rate
Fourth quarter in brief
▪ The Group's revenues in the fourth quarter amounted to SEK 565.8 (163.3) million. An increase of 247%. Of the revenues, SEK 288 million is dependent on the special listing of Advanced Soltech Sweden AB (“ASAB”) as a revaluation result. This did not affect the cash flow. Excluding this effect, total revenue from operations amounted to 277.8.
▪ Revenues in the Swedish operations increased to MSEK 266.6 (56.4), an increase of 373%.
▪ Revenues in the Chinese operations amounted to MSEK 11.2. The operations of Advanced Soltech Sweden AB (“ASAB”) are only consolidated until October 29, 2021, for the remainder of the quarter ASAB is reported according to the equity method. The result for the period October 30 – December 31 amounted to MSEK 1.8 and is reported under the heading, profit from participations in associated companies.
▪ The Group's profit before depreciation (EBITDA) amounted to MSEK 267.3 (14.6). The increase was a result of the special listing of ASAB.
▪ The Group's operating profit (EBIT) developed positively to MSEK 166.3 (-1.2). EBIT has been affected by the special listing of Advanced Soltech, where a non-cash flow-affecting revaluation result of MSEK 288 arose. EBIT is also affected by increased amortization and write-downs of goodwill as a direct result of completed acquisitions and completed restructuring and revaluations of goodwill.
▪ Profit for the period after tax amounted to MSEK 138.2 (-80.4). The result in the fourth quarter was negatively affected by unrealized, non-cash flow-affecting exchange rate differences in the Chinese operations by MSEK -7.7 (-29.2).
▪ Cash flow for the period from operating activities amounted to -31 (-30.5).
▪ The period's cash flow for the Group amounted to MSEK -157.2 (27.2). The cash flow for the period was affected by, among other things, acquisitions of subsidiaries, investments in fixed assets and the special listing of Advanced Soltech.
▪ Earnings per share amounted to SEK 1.55 (-0.71).
▪ No dividend is proposed.
January – December in brief
▪ The Group's revenues for the year amounted to MSEK 1,239.8 (499.4). An increase of 148%. Of the revenues, SEK 288 million is due to the special listing of Advanced Soltech Sweden AB (“ASAB”) as a revaluation result that did not affect cash flow arose on the sale. Excluding this effect, total revenue from operations amounted to 951.8. The Group's organic growth amounted to 29%.
▪ Revenues in the Swedish operations increased to SEK 820.9 (353) million, an increase of 133% compared with the previous year.
▪ Revenues from Advanced Soltech Sweden AB (“ASAB”) amounted to MSEK 130.9 (146.1) and have been consolidated up to and including the special listing on October 29, 2021. After the special listing, for the period October 30 – December 31, ASAB is reported according to the equity method.
▪ The Group's profit before depreciation (EBITDA) amounted to MSEK 317.6 (101.9). An increase of 212%. The increase was a result of the special listing of ASAB.
▪ The Group's operating profit (EBIT) amounted to MSEK 150.7 (42.8). An increase of 252%. EBIT has been affected by the special listing of Advanced Soltech, where a non-cash flow-affecting revaluation result of MSEK 288 has arisen. EBIT is also affected by increased amortization and write-downs of goodwill as a direct result of completed acquisitions and through restructuring and revaluations of goodwill.
▪ Profit for the year after financial posts, currency effects and tax amounted to MSEK 77.6 (-141) . Currency effects of unrealized exchange rate differences in the Chinese operations have affected earnings by MSEK 51 (-42.8).
▪ The year's cash flow from operating activities amounted to -103.7 (-8.7).
▪ The year's cash flow for the Group amounted to MSEK 115.2 (120.6). This year's cash flow has been affected by new issues, acquisitions of subsidiaries, investments in fixed assets and the special listing of Advanced Soltech.
▪ During the year, Covid-19 has affected the Swedish operations through increased transport costs and price increases for, among other things, solar panels. Increased sick leave has led to some delays in the completion of projects.
Significant events during the fourth quarter
▪ Soltech Energy Sweden AB's subsidiary Advanced Soltech Sweden AB (ASAB) was listed on the Nasdaq First North Growth Market on 29 October. In connection with the special listing, a revaluation result arose in the Group. The revaluation result amounted to MSEK 288 based on consolidated values at the time of divestment of the shares in ASAB.
The revaluation result does not affect cash flow and is reported under other income and is specified in Note 1. After the special listing, Soltech's holding amounts to 29.35%, which means that Soltech Energy Sweden AB (publ) no longer has the controlling influence. ASAB is therefore not reported as a subsidiary but as an associated company according to the equity method.
▪ Soltech Energy Sweden AB's subsidiaries Swede Energy and Merasol were merged during the fourth quarter and Soltech Sales & Support was partially integrated, the new company is called Soltech Energy Solutions 1988 AB.
▪ Soltech Energy Sweden AB (publ) acquired 100 percent of the shares in the Neabgruppen with access on October 1, 2021.
▪ Soltech Energy Sweden AB (publ) acquired 100 percent of the shares in ESSA Glas & Aluminium AB (ESSA) with access on December 30, 2021.
▪ Soltech Energy Sweden AB (publ) acquired 70 percent of the shares in Falu Plåtslageri AB (Falu Plåtslageri) and Tak & Bygg in Falun AB (Takab) with access on January 5, 2022.
▪ Soltech Energy Sweden AB (publ) acquired the remaining 40 percent of the shares in the subsidiary Miljö & Energi Ansvar Sverige AB (Measol) with access on December 31, 2021.
▪ The Nomination Committee prior to the Annual General Meeting on 12 May 2022 in Soltech Energy Sweden AB (publ) has been appointed.
Significant events after the reporting period
▪ Soltech's subsidiary ESSA Glas & Aluminium AB has won a tender for the execution of a façade contract with construction starting in the summer of 2022. The assignment is performed for the Stockholm Region, through Locum AB, and has an order value of MSEK 92.
▪ Soltech Energy's subsidiary Soltech Energy Solutions and Falkenklev Logistik are deepening their collaboration. In addition to the 1.5-hectare solar park Soltech will build, both companies, together with Scania, will also build Sweden's largest charging and battery park for trucks. The project is part-financed by the Swedish Environmental Protection Agency. Soltech's order value for the battery park amounts to MSEK 20.
▪ Soltech Energy's subsidiary, 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.
CEO letter
Another year of strong growth
When we now summarize 2021, it is our third year in a row with strong growth after we began our acquisition strategy in 2019. We reach MSEK 951.8 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 MSEK 150.7 (42.8), an increase of 252%.
Right now, we are experiencing very uncertain times globally with concerns about higher interest rates, inflation and even a war in the Ukraine. The severe and uncertain global situation affects us all, including our business. At the same time, it recalls the importance of reducing dependence on fossil energy sources and investing in long-term sustainable energy supplies such as solar energy. There, Soltech is ready to be a strong partner in the green energy transition.
Organic growth of 29%
Soltech is an acquisition-intensive company that delivers strong growth through this strategy. I am also very proud that in 2021 we had an organic growth of as much as 29% in the Group. It proves that we can not only acquire, but also help our existing companies to develop and grow.
The acquisition strategy resulted in ten new companies
Despite a tough year in the shadow of the corona pandemic, with a series of meeting restrictions, we managed to acquire as many as ten companies. We have for some time been looking for good companies in electrical engineering because that competence is crucial when it comes to solar energy. In 2021, we are therefore pleased to have acquired Provektor, Rams El and Neabgruppen.
Companies in four different industries create benefits
The basis for the construction of our group is solar energy companies. But right from the start, we realized the benefits of also owning companies in the roofing / sheet metal, facade and electrical engineering industries. These companies have the crucial expertise needed for a high-quality solar energy installation, and they have a wide range of customers who are happy to buy solar energy from them. In other words, we acquire both expertise and business opportunities and transform these companies into future companies.
The Corona pandemic's impact on Soltech
Unfortunately, the year 2021 was a difficult year in terms of human and business suffering throughout the world. Soltech has suffered from delivery difficulties, higher prices and not least increased sick leave, something that also followed a bit into 2022. Despite these obstacles, our employees have struggled and delivered a really strong year.
Advanced Soltech was listed separately
Soltech's subsidiary Advanced Soltech Sweden AB (ASAB), which conducts our operations in China, was listed on Nasdaq First North on 29 October. We are proud that ASAB now stands on its own two feet with a better opportunity to refinance its loans. Soltech now owns 29.35% of ASAB and in connection with the listing, a profit of MSEK 288 arose in the Group. We maintain an active ownership influence by continuing to remain on the board and I am positive about the company's development and future.
Soltech is strong
I would like to end by saying that Soltech is stronger than ever, and we look forward to continuing to deliver on our strategy and by building long-term values for our owners and at the same time contributing to a green energy transition.
Stefan Ölander
CEO
CONTINUED VERY STRONG GROWTH DURING QUARTER 3
Soltech continues to deliver triple-digit growth with an increase of as much as 110% at Group level and 162% for the Swedish operations.
CEO comment:
– Rapid growth is our focus and here we really deliver again. Having 162% growth, of which 39% organic, is a sign of strength. We are in a strong position for 2022, which I am really looking forward to.
THIRD QUARTER IN BRIEF
▪ The Group's revenues in the quarter amounted to SEK 267.2 (127.2) million. An increase of 110%. The Group's organic growth amounted to 39%.
▪ Revenues in the Swedish operations increased to SEK 220.1 (84) million, an increase of 162%.
▪ Revenues in the Chinese operations amounted to SEK 47.1 (43.2) million, an increase of 9%.
▪ The Group's profit before depreciation (EBITDA) amounted to SEK 29.3 (38.9) million. The decrease was driven by continued investment in existing operations and is also
linked to component shortages and increased prices of goods.
▪ The Group's operating profit (EBIT) amounted to SEK 4.6 (23.1) million. The decrease in operating profit is due to increased amortization of goodwill, as a direct result of completed company acquisitions, as well as investments in solar energy facilities and investments in existing operations.
▪ Profit for the period after tax amounted to SEK -10.6 (-18.1) million. The result was affected by unrealized exchange rate differences in the Chinese operations by SEK 22.1 (1.3) million.
▪ Cash flow for the period from operating activities amounted to -116.9 (11.4) MSEK and has been affected by investments in existing operations and increased inventory levels to secure deliveries to existing projects.
▪ Cash flow for the Group for the period amounted to SEK 399.6 (85.5) million. As in the previous year, cash flow has been affected by the completed new share issue.
▪ Earnings per share amounted to -0.19 (-0.31).
THE FIRST NINE MONTHS IN BRIEF
▪ The Group's revenues amounted to SEK 674 M (336.1). An increase of 101%. The Group's organic growth amounted to 42%.
▪ Revenues in the Swedish operations increased to SEK 554.3 (231) million, an increase of 140%.
▪ Revenues in the Chinese operations increased to SEK 119.7 (105.1) million, an increase of 14%.
▪ The Group's profit before depreciation (EBITDA) amounted to SEK 50.3 (87.3) million. The decrease was driven by continued investment in existing operations and is linked to component shortages and increased prices of goods. EBITDA was also negatively affected by non-recurring effects of SEK 11.7 million regarding redemption of minority interests and revaluation of additional purchase prices.
▪ The Group's operating profit (EBIT) amounted to SEK -15.6 (43.9) million. The decrease in operating profit is due, in addition to what is stated in the previous point, to increased
amortization of goodwill, as a direct result of completed company acquisitions, as well as investments in solar energy facilities and investments in existing operations.
▪ Profit for the period after tax amounted to SEK -60.6 (-60.6) million. The result was affected by unrealized exchange rate differences in the Chinese operations by 58.7 (-4.8) MSEK.
▪ The Corona pandemic has affected the Swedish operations mainly in the form of increased transport costs and price increases for, among other things, solar panels. The order entry is still good in the quarter.
▪ The Chinese operations were affected to a lesser extent by the Corona pandemic and, according to the company's estimate, an impact of SEK -1.4 (-2.0) million as a result of the general price reduction on electricity remaining.
SIGNIFICANT EVENTS DURING THE THIRD QUARTER
Sweden
▪ The Board of Directors of Soltech Energy Sweden AB decided on 13 August 2021 to carry out a new share issue of approximately SEK 247 million with preferential rights to existing
shareholders and a possible over-allotment of approximately SEK 150 million. The rights issue was oversubscribed by 166% and the company was thus provided with SEK 397 million before issue costs.
▪ On 22 September, the Board of Directors of Soltech Energy Sweden AB decided to list the ordinary shares in the subsidiary Advanced Soltech Sweden AB on Nasdaq First North Growth Market.
▪ As of August 30, Soltech Energy has acquired 90.1% of the shares in Wettergrens Tak & Plåtslageri AB (Wettergrens) with access on September 2, 2021.
▪ Soltech Energy has decided to merge the operations of the three wholly owned subsidiaries MeraSol AB, Swede Energy Power Solutions AB, and most of the operations in Soltech Sales & Support AB. The new company is called Soltech Energy Solutions 1988 AB.
▪ Soltech Energy's subsidiary, Swede Energy, has entered into an agreement for what will be the Nordic region's largest roof-placed solar cell plant, both in terms of area and power. The area is 65,000 m2.
China
▪ During the quarter, ASAB's subsidiary in China, ASRE, signed new orders amounting to a total installed capacity of 13.6 MW.
▪ At the end of the period, the company had 51 (55) MW in signed orders, as well as projects under processing of 125 (134) MW.
▪ During the period, SEK 71 million was added before issue costs in new issues of preference shares.
▪ The Chinese operations are granted unsecured local bank loans of CNY 40 million (approximately SEK 54 million) at an interest rate of approximately 4.6%.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
▪ As of October 1, Soltech Energy has acquired 100% of the shares in the electrical engineering company NEAB Gruppen AB.
▪ Soltech Energy participates in the world exhibition Expo 2020 in Dubai Oct 2021 – March 2022, where Soltech installed a 500 m2 sunroof and 500 m2 sun facade on the Swedish pavilion.
▪ Nomination Committee prior to the Annual General Meeting on 12 May 2022 in Soltech Energy Sweden AB (publ) has been appointed.
▪ On 28 October, the Government decided on an amendment to the ordinance that will be introduced on 1 January 2022, which allows transfer of energy between several units without the requirement for a network concession. It can be expected to improve opportunities and reduce the cost of solar investment in larger properties
▪ On October 29, 2021, Soltech Energy Sweden AB's subsidiary Advanced Soltech Sweden AB (ASAB) was listed on the Nasdaq First North Growth Market. This meant that Soltech Energy AB's ownership interest in the company after IPO and conversion of preference shares decreased from 50.73% to 29.35%. Furthermore, this meant that Soltech Energy Sweden AB no longer has the controlling influence over ASAB and that as of October 29, 2021, ASAB is no longer reported as a subsidiary in the parent company and the group. As of October 30, 2021, ASAB will be reported in the consolidated financial statements as an associated company according to the equity method.
In connection with the special listing, a revaluation result arises in the Group. Preliminarily, the revaluation result amounts to approximately SEK 287 million based on preliminary consolidated values as of the divestment date for ASAB. The revaluation result does not affect cash flow and will be reported in the fourth quarter of 2021.
Following the listing, Soltech Energy Sweden AB owns 11,373,941 number of shares in ASAB with a book value of SEK 27 per share, corresponding to the value per share on the day of the listing. Following the listing, Soltech Energy Sweden AB in the Group reports SEK 307 million in participations in associated companies. Other significant effects on the balance sheet for the Soltech Group are that fixed assets decrease by approximately SEK 1.3 billion, of which solar energy facilities amount to approximately SEK 1.2 billion and that long-term liabilities decrease by approximately SEK 1 billion, of which bond loans amount to approximately SEK 0.9 billion.
Soltech's holdings in ASAB continue to be reported quarterly in operating profit and consist of Soltech Energy Sweden AB's share of profit in ASAB, amortization of surplus values in solar energy plants, deferred tax and currency translation of surplus values.
The share price of ASAB has developed positively since the IPO on October 29, with a closing price on November 29 of SEK 59.6 / share, which corresponds to a value of approximately SEK 640 million for Soltech's shares.
Soltech Energy Sweden AB (publ) ("Soltech Energy") has offered its shareholders to acquire up to 7,272,043 shares in Advanced Soltech Sweden AB (publ) ("Advanced Soltech" or the "Company") (the "Offering"). The application period for the Offering ended on October 27, 2021.
The preliminary result of the offering indicates that a total of 3,577,718 shares in Advanced Soltech were acquired through exercise of purchase rights, corresponding to approximately 49 per cent of the Offering. Applications to acquire a total of 902,405 Advanced Soltech shares without exercise of purchase rights, corresponding to approximately 12 per cent of the Offering, were received. Approximately 62 per cent of the Offering was thus subscribed for during the application period, which means 100 per cent of the external guarantee commitments will be utilised, corresponding to approximately 25 per cent of the Offering, and that approximately 17 per cent of the guarantee commitments from the existing principal owners Soltech Energy and Advanced Solar Power Hangzhou Inc. (“ASP”) will be utilised, corresponding to approximately 13 per cent of the Offering. Following the utilisation of guarantee commitments, the proceeds to Advanced Soltech from the Offering will in aggregate amount to approximately SEK 196 million, before deduction of expenses related to the Offering.
As communicated on 28 September 2021, Nasdaq Stockholm AB has approved Advanced Soltech’s listing application for Nasdaq First North Growth Market, subject to customary conditions. These conditions have now been fulfilled. Trading in the Advanced Soltech share on Nasdaq First North Premier are expected to commence on October 29, 2021.
Max Metelius, CEO, comments:
“As CEO of Advanced Soltech, I am proud and happy about the great interest shown for the Company during the listing process, which will be a great asset for our future growth journey. Advanced Soltech has a well-developed competency and is today an established player in the world's largest solar energy market, which together with our listing creates a solid platform for continued growth. It is with great pleasure that I welcome the new shareholders on our continued journey.”
Stefan Ölander, CEO of Soltech Energy, comments:
“I am happy and proud that Advanced Soltech now stands on their own feet after the introduction. Both companies will now have the best opportunities to focus and build value on their respective market.”
About Advanced Soltech
Advanced Soltech is a power producer of renewable electricity that finances, owns and operates rooftop-mounted solar PV installations in China. The Company enters into 20-year contracts with the owners of large properties, which undertake to purchase the produced electricity over the duration of the contract. The electricity purchased from Advanced Soltech is priced at a discount of approximately 10–15 per cent compared to the price that the customer would pay for electricity from the grid.
Advanced Soltech is headquartered in Stockholm, Sweden and the wholly-owned local operating subsidiary Advanced Soltech Renewable Energy Hangzhou Co. Ltd. (“ASRE”) is headquartered in Hangzhou, China.
ASRE was founded in 2015 as a joint venture between the Swedish solar energy company Soltech Energy and the Chinese solar panel producer ASP with the vision of accelerating the migration to renewable energy through a solar as a service offering, where the electricity produced by the solar PV installations is sold to the customers instead of the solar PV installation itself.
With its solar as a service offering, Advanced Soltech is able to create interest from previously untapped customer segments within the rapidly growing renewable energy market in China as the Company's solution offers an easy and attractive alternative to traditional solar power solutions where the property owners themselves would have to install and maintain their own solar PV panel installations.
Advanced Soltech has, as of 30 June 2021, a portfolio of 134 electricity-generating solar PV panel installations with a combined capacity of 192.5 MW and has reached a stage in its development where the business model has become commercially viable. In addition to the operating solar PV panel installations there is a pipeline of projects with a combined capacity of 123 MW. In addition, there are signed contracts corresponding to 37 MW.
Advisors
Carnegie Investment Bank AB (publ) (“Carnegie”) and DNB Markets, a part of DNB Bank ASA, Sweden branch (“DNB”) act as Joint Global Coordinators in connection with the Offering. Advokatfirma DLA Piper Sweden KB is the legal advisor to the Company and Gernandt & Danielsson Advokatbyrå KB is the legal advisor to the Joint Global Coordinators.
For further information please contact:
Frederic Telander, Working Chairman of the Board
Frederic.telander@advancedsoltech.com, +46 (0) 70 525 16 03
Max Metelius, CEO
max.metelius@advancedsoltech.com, +46 (0) 72 316 04 44
Lars Höst, CFO
lars.host@advancedsoltech.com, +46 (0) 72 229 00 36
The information in this press release has been made public through the agency of the responsible person set out above for publication on October 28, 2021 [•] CEST.
Important information
This announcement does not constitute an offer of securities in Advanced Soltech Sweden AB (publ) (the "Company") in any jurisdiction.
This announcement does not constitute a prospectus in any jurisdiction, including for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. A prospectus in connection with the Offering will be prepared and published by the Company on the Company website. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
The contents of this announcement have been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and the information contained herein is not for publication, distribution or release, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America or any other jurisdiction where the publication, distribution or release would be unlawful. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, the shares and/or any other securities in the Company referred to in this announcement in the United States including its territories and possessions and any state of the United States. The shares and/or any other securities referred to in this announcement have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America. There has been no and will be no public offer of securities in the Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America.
In the United Kingdom this announcement is being distributed only to, and directed exclusively at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order; and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This announcement and any investment or investment activity to which it relates will only be engaged in within the United Kingdom, by persons who are Relevant Persons. This announcement should not be acted on or relied on by anyone other than Relevant Persons in the United Kingdom.
Forward-looking statements
Statements included in this announcement that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “aims”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made and are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information included in this announcement may be subject to updating, revision and amendment and such information may change materially. No person is under any obligation to update or keep the current information contained in this announcement and any opinions expressed relating thereto are subject to change without notice.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEELAND, SINGAPORE, UNITED KINGDOM, SOUTH AFRICA, SWITZERLAND, SOUTH KOREA THE UNITED STATES OF AMERICA, OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR REQUIRE REGISTRATION OR OTHER MEASURES.
On 22 September 2021, the Board of Directors of Soltech Energy Sweden AB (publ) (“Soltech Energy”) resolved to offer the shareholders in Soltech Energy to acquire ordinary shares in Advanced Soltech Sweden AB (publ) (”Advanced Soltech” or the “Company”), a power producer of green energy that finances, owns and operates rooftop-mounted solar PV panel installations in China, (the “Offering”) and in connection therewith list the Company’s ordinary shares on Nasdaq First North Growth Market (the “Listing”). The Company has in connection with the Offering prepared a prospectus which today has been approved by the Swedish Financial Supervisory Authority ("SFSA") and published on the Company's and Soltech Energy’s respective website. The first day of trading on Nasdaq First North Growth Market is expected to commence on 29 October 2021.
The Offering in brief
- Nasdaq Stockholm AB has, subject to customary conditions, made the assessment that Advanced Soltech meets the applicable listing requirements on Nasdaq First North Growth Market.
- Shareholders in Soltech Energy will be allotted one (1) purchase right (Sw. inköpsrätt) for each share held in Soltech Energy on the record date, 11 October 2021. Thirteen (13) purchase rights grant the right to acquire one (1) Advanced Soltech share for SEK 27.
- In aggregate, 7,272,043 ordinary shares in Advanced Soltech, corresponding to 23.2 percent of the outstanding ordinary shares in Advanced Soltech (votes as well as capital), will be offered for sale.
- Soltech Energy will use the proceeds to subscribe for the corresponding number of new ordinary shares in Advanced Soltech at the same price, so that the proceeds for ordinary shares sold in the Offering will be allocated to Advanced Soltech and Soltech Energy's number of shares in Advanced Soltech will not decrease as a result of the Offering.
- Isac Brandberg AB and Stiftelsen The World We Want have made guarantee commitments totalling approximately SEK 50 million, corresponding to approximately 25 percent of the Offering, for a guarantee fee of 6 percent. If there are additional amounts that are not subscribed after these guarantees, the existing principal owners Soltech Energy and Advanced Solar Power Hangzhou Inc. have undertaken to subscribe for shares in the Company corresponding to the remaining part of a maximum of approximately SEK 146 million, corresponding to approximately 75 percent of the Offering, without the right to compensation. The Offering is thus fully guaranteed.
- The sale of the Advanced Soltech ordinary shares included in the Offering will bring in SEK 196 million to the Company before deduction of expenses related to the Offering.
- The Company reserves the right to issue additional ordinary shares to qualified investors at a subscription price corresponding to the price in the Offering for the purpose of raising additional capital if the demand exists among such investors.
- In connection with the Listing, all preference shares in the Company will be converted into 9,810,221 ordinary shares with a total value of approximately SEK 265 million, corresponding to 116.25 percent of the amount paid for the preference shares issued in September 2020 and 115 percent of the amount paid for the remaining outstanding preference shares.
- The price in the Offering corresponds to a pre-money market capitalisation of Advanced Soltech’s ordinary shares of approximately SEK 845 million.
- The first day of trading in the Company’s ordinary shares on Nasdaq First North Growth Market is expected to 29 October 2021, and the share will be traded under the ticker symbol “ASAB”. The expected settlement date is 2 November 2021.
Stefan Ölander, CEO Soltech Energy, comments
- We are now proud to be able to publish the special listing of Advanced Soltech. Our shareholders receive an attractive offer to expand their investment in the world's largest solar energy market by using the purchase rights granted to all Soltech Energy's shareholders. The purchase rights give the right to acquire shares in Advanced Soltech. If a shareholder chooses not to exercise his purchase rights, they can be sold and he still has at least part of his investment in the solar energy market in China, as Soltech Energy will continue to be a major owner in Advanced Soltech. All newly issued shares from Soltech's recently completed rights issue and over-allotment issue will be allotted purchase rights.
Max Metelius, CEO Advanced Soltech, comments:
- Since the start, Advanced Soltech has financed, installed, owned and operated rooftop-mounted solar PV installations in China and today has a portfolio of 134 electricity-generating solar PV panel installations with a combined capacity of 192.5 MW. The Company has reached a stage in its development where the business model has become commercially viable, and we intend to increase the capacity rapidly and strive to achieve a total capacity of 1,000 MW as early as 2024. Over the past year, we have been working towards an IPO and feel well prepared for this next step in our journey.”
Frederic Telander, Working Chairman of the Board Advanced Soltech, comments:
- We are very proud of Advanced Soltech’s history of high quality and strong growth in a value-driven organisation. The Company is today an established player within solar energy in China and has a proven business model. We see great growth and development opportunities and with the Listing we hope to welcome more shareholders to join our continued journey in the fast-growing market for green energy in China.
Background and reasons for the Offering
The forthcoming Offering together with the Listing of the Company’s ordinary shares on Nasdaq First North Growth Market enables Advanced Soltech to take advantage of the growth opportunities that exist in the Chinese market for solar power, make visible the values that exist in the Company and create a stable, long-term basis for the Company’s continued development.
Terms and conditions for the Offering
Shareholders in Soltech Energy on the record date, 11 October 2021, will be allotted one (1) purchase right for each share in Soltech Energy. Thirteen (13) purchase rights grant the right to acquire one (1) Advanced Soltech share from Soltech Energy. SEK 27 should be paid in cash for each acquired Advanced Soltech share.
In the event not all ordinary shares in the Offering are acquired by exercise of purchase rights (primary purchase rights) Soltech Energy’s Board of Directors will, within the framework of the Offering, resolve on the allocation of Advanced Soltech ordinary shares without support from purchase rights.
Isac Brandberg AB and Stiftelsen The World We Want have made guarantee commitments totalling approximately SEK 50 million, corresponding to approximately 25 percent of the Offering. If there are additional amounts that are not subscribed after these guarantees, the existing principal owners Soltech Energy and Advanced Solar Power Hangzhou Inc. have undertaken to subscribe for ordinary shares in the Company for the remaining part of a maximum of approximately SEK 146 million, corresponding to approximately 75 percent of the Offering, without the right to compensation. The Offering is thus fully guaranteed and Advanced Soltech will through the issue of 7,272,043 ordinary shares bring in SEK 196 million to the Company before deduction of expenses related to the Offering.
The sale of the Advanced Soltech ordinary shares included in the Offering will bring in SEK 196 million to the Company before deduction of expenses related to the Offering. In order to ensure that Soltech Energy owns the same number of ordinary shares in Advanced Soltech after the Offering as before the Offering and that the proceeds for ordinary shares sold in the Offering will be allocated to Advanced Soltech, Advanced Soltech will carry out a directed issue at the same price as in the Offering, of the same number of ordinary shares sold in the Offering to Soltech Energy
The record date in Soltech Energy for obtaining purchase rights is 11 October 2021. Last day of trading in the Soltech Energy share including rights to allotment of purchase rights in the Offering is 7 October 2021. First day of trading in the Soltech Energy share excluding rights to allotment of purchase rights is 8 October 2021. Application to acquire Advanced Soltech ordinary shares shall be made between 13 October 2021 – 27 October 2021. Trading with purchase rights occurs between 13 October 2021 – 25 October 2021 and is arranged on the OTC list through beQuoted (BQ Broker).
For purchase rights that are not exercised, no financial compensation will be paid. Shareholders who receive purchase rights should take into account that taxation takes place in different ways depending on whether the purchase rights are exercised, sold or expire unused.
In connection with the Listing, 99,050 preference shares of series A and 14,750 preference shares of Series B, a total of 113,800 preference shares, will be converted into 9,810,221 ordinary shares and new Articles of Association will be adopted, meaning that the Company will only have one class of shares. The preference shareholders shall receive ordinary shares with a value of approximately SEK 265 million, corresponding to 116.25 percent of the amount paid for the preference shares issued in September 2020 and 115 percent of the amount paid for the remaining outstanding preference shares.
Prospectus
For further information on, including, complete terms and instructions for the Offering, please refer to the prospectus that has been prepared in connection with the Offering and as of today 28 September 2021 has been approved by the SFSA. The prospectus is available on Advanced Soltech's website (www.advancedsoltech.se) and Soltech Energy's website (www.soltechenergy.com). During the application period, the prospectus will also be available on Carnegie's website (www.carnegie.se) and on DNB's website for ongoing issues (www.dnb.se/emission). The prospectus will, within a few days, be available on the SFSA’s prospectus register (www.fi.se/sv/vara-register/prospektregistret).
Listing on Nasdaq First North Growth Market
The Board of Directors of Advanced Soltech has applied for, and received, approval from Nasdaq Stockholm AB regarding the listing of the Company’s ordinary shares on Nasdaq First North Growth Market, provided that customary conditions are fulfilled, including that the distribution requirements in respect of the Company’s ordinary shares is fulfilled no later than on the first day of trading and that the Company submits an application for the Company’s ordinary shares to be admitted for trading on Nasdaq First North Growth Market. The first day of trading in the Advanced Soltech share on Nasdaq First North Growth Market is expected to 29 October 2021, and the share will be traded under the ticker symbol “ASAB”.
Preliminary timetable
| Last day of trading in the Soltech Energy share including rights to allotment of purchase rights in the Offering | 7 October 2021 |
| First day of trading in the Soltech Energy share excluding rights to allotment of purchase rights in the Offering | 8 October 2021 |
| Record date in Soltech Energy, shareholders registered in the shareholder register on this day will receive purchase rights that give the right to participate in the Offering | 11 October 2021 |
| Trading in purchase rights through BQ Broker | 13 October 2021– 25 October 2021 |
| Application period – application to acquire Advanced Soltech ordinary shares | 13 October 2021– 27 October 2021 |
| Estimated announcement of the outcome of the Offering | 29 October 2021 |
| First day of trading in Advanced Soltech on Nasdaq First North Growth Market | 29 October 2021 |
| Settlement date | 2 November 2021 |
About Advanced Soltech
Advanced Soltech is a power producer of renewable electricity that finances, owns and operates rooftop-mounted solar PV installations in China. The Company enters into 20-year contracts with the owners of large properties, which undertake to purchase the produced electricity over the duration of the contract. The electricity purchased from Advanced Soltech is priced at a discount of approximately 10–15 percent compared to the price that the customer would pay for electricity from the grid.
Advanced Soltech is headquartered in Stockholm, Sweden and the wholly-owned local operating subsidiary Advanced Soltech Renewable Energy Hangzhou Co. Ltd. (“ASRE”) is headquartered in Hangzhou, China.
ASRE was founded in 2015 as a joint venture between the Swedish solar energy company SolTech Energy Sweden AB (publ) and the Chinese solar panel producer Advanced Solar Power Hangzhou Inc. with the vision of accelerating the migration to renewable energy through a solar as a service offering, where the electricity produced by the solar PV installations is sold to the customers instead of the solar PV installation itself.
With its solar as a service offering, Advanced Soltech is able to create interest from previously untapped customer segments within the rapidly growing renewable energy market in China as the Company's solution offers an easy and attractive alternative to traditional solar power solutions where the property owners themselves would have to install and maintain their own solar PV panel installations.
Advanced Soltech has, as of 30 June 2021, a portfolio of 134 electricity-generating solar PV panel installations with a combined capacity of 192.5 MW and has reached a stage in its development where the business model has become commercially viable. In addition to the operating solar PV panel installations there is a pipeline of projects with a combined capacity of 123 MW. In addition, there are signed contracts corresponding to 37 MW.
Advisors
Carnegie Investment Bank AB (publ) (“Carnegie”) and DNB Markets, a part of DNB Bank ASA, Sweden branch (“DNB”) act as Joint Global Coordinators. Advokatfirma DLA Piper Sweden KB is the legal advisor to the Company and Gernandt & Danielsson Advokatbyrå KB is the legal advisor to the Joint Global Coordinators.
Important information
This announcement does not constitute an offer of securities in Advanced SolTech Sweden AB (publ) (the "Company") in any jurisdiction.
This announcement does not constitute a prospectus in any jurisdiction, including for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. A prospectus in connection with the Offering will be prepared and published by the Company on the Company website. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
The contents of this announcement have been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and the information contained herein is not for publication, distribution or release, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America or any other jurisdiction where the publication, distribution or release would be unlawful. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, the shares and/or any other securities in the Company referred to in this announcement in the United States including its territories and possessions and any state of the United States. The shares and/or any other securities referred to in this announcement have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America. There has been no and will be no public offer of securities in the Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, United Kingdom, South Africa, Switzerland, South Korea and the United States of America.
In the United Kingdom this announcement is being distributed only to, and directed exclusively at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order; and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This announcement and any investment or investment activity to which it relates will only be engaged in within the United Kingdom, by persons who are Relevant Persons. This announcement should not be acted on or relied on by anyone other than Relevant Persons in the United Kingdom.
Forward-looking statements
Statements included in this announcement that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “aims”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made and are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information included in this announcement may be subject to updating, revision and amendment and such information may change materially. No person is under any obligation to update or keep the current information contained in this announcement and any opinions expressed relating thereto are subject to change without notice.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
Soltech Energy Sweden AB’s (publ) new share issue with preferential rights for shareholders has been completed. The rights issue was oversubscribed by 166 percent. In total, shares were subscribed for more than SEK 657 million, which is why Soltech has decided to also carry out a directed Over-allotment Issue. Soltech will thus receive a total of approximately SEK 397 million before issue costs of approximately SEK 3.5 million.
CEO Stefan Ölander in a comment:
– We are humbly grateful for the great trust existing shareholders have shown us in this new share issue as they have subscribed for well over SEK 400 million. The Board has decided that our existing shareholders will receive 100 percent of the allotment in the issues. We will now continue our successful acquisition strategy, invest in existing subsidiaries and contribute to a green energy transition.
Number of shares and Over-allotment
A total of 11,471,235 shares were subscribed for with the support of subscription rights, corresponding to approximately 93 percent of the Rights Issue, and 21,389,118 shares without the support of subscription rights, corresponding to approximately 173 percent of the Rights Issue.
To enable an even greater investment in acquisitions and existing subsidiaries, the Board has decided to issue an additional 7,500,000 shares in an Over-allotment Issue. This is done at a subscription price of SEK 20 per share, which gives SEK 150 million, and on the terms stated in the prospectus regarding the Rights Issue, which gives approximately SEK 247 million.
Through the Rights Issue and the Over-allotment Issue, a total of 19,861,207 shares will be issued and the Company will thus receive approximately SEK 397 million before issue costs of approximately SEK 3.5 million.
Allocation in the Rights Issue
The persons who have subscribed for shares on the basis of subscription rights have been allotted BTA in connection with simultaneous payment. Notice of allotment to the persons who have subscribed for shares without the support of subscription rights is expected to be distributed on 9 September 2021 by sending a settlement note. Allocation to the persons who have subscribed for shares via a nominee is expected to be visible in the account around 9 September 2021. Nominee-registered shareholders will be notified of the allotment in accordance with the respective nominee’s routines. Subscribed and allotted shares must be paid in cash no later than the settlement date, 14 September 2021, in accordance with the instructions on the settlement note. Only those who receive shares will be notified.
Allocation in the Over-Allocation Issue
Notice of allotment to the persons who have subscribed for shares without the support of subscription rights is expected to be distributed on 9 September 2021 by sending a settlement note.
The Board of Directors has decided to grant the right to allotment to existing shareholders who have also subscribed for shares without preference in the Over-allotment Issue. This is done pro rata in relation to the number of shares subscribed with preference. The decision means that existing shareholders will be allotted 100 percent of the Rights Issue and the Over-allotment 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 993,060.35 to a total of SEK 4,707,464.25. The number of shares in the Company will thereafter increase by an additional 19,861,207 shares to a total of 94,149,285 shares.
Paid subscribed shares, BTA
Subscription of shares with and without preferential rights took place during the period 24/8 – 7/9 2021. As soon as the share capital increase has been registered with the Swedish Companies Registration Office, paid subscribed shares (BTA) in the rights issue will be converted into new shares. Until then, trading with BTA on the Nasdaq First North Growth Market will go on. Trading in new shares is expected to begin on Nasdaq First North Growth Market around week 41 2021. The persons allotted shares in the directed Over-allotment Issue will not receive BTA but will instead be allotted shares after the share capital increase has been registered with the Swedish Companies Registration Office. This is expected to take place around week 41 2021.
According to a press release on 13 August 2021, Soltech Energy Sweden AB (publ) will carry out a rights issue with a subscription period 24/8 – 7/9.
Trading in subscription rights was planned to take place between 24/8 – 2/9, but due to technical problems with a supplier, trading will not start until 25/8 – 2/9.
The Board of Directors of Soltech Energy Sweden AB (“Soltech” or “the Company”) has prepared a supplementary prospectus (the “Supplementary Prospectus”) to the EU Growth Prospectus that was approved and registered by Finansinspektionen and published on 13 August 2021 (the “Prospectus”).
The supplementary prospectus has been prepared due to Soltech's publication of the Company's financial report for the second quarter of 2021. On August 20, 2021, the report is available on the Company's website, www.soltechenergy.com
The Supplementary Prospectus has been prepared in accordance with Article 23 of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and has today, 20 August 2021, been approved and registered by the Swedish Financial Supervisory Authority. The supplementary prospectus must be read together with the Prospectus in all respects. The Prospectus and the Supplementary Prospectus are available on Soltech's website, www.soltechenergy.com and on Aktieinvest FK's website, www.aktieinvest.se and will also be available on Finansinspektionen's website, www.fi.se.
For complete terms and other information about the Rights Issue, please refer to the Prospectus and the Supplementary Prospectus.
Strong growth during Q2
The financial year 2021 continues completely according to plan with strong growth during the second quarter. The Group's revenues increase by 71% to SEK 266.2 million and the Swedish operations increase by as much as 102% to SEK 220.7 million.
CEO comment:
• I am proud to lead a group that is growing so fast and that contributes to a green energy transition. The future looks very bright.
SECOND QUARTER IN BRIEF
▪ The Group's revenues in the quarter amounted to SEK 266.2 (156.1) million. An increase of 71%.
▪ Revenues in the Swedish operations grew to SEK 220.7 (109.1) million, an increase of 102%.
▪ Revenues in the Chinese operations amounted to SEK 45.5 (47) million, a decrease of 3%.
▪ The Group's profit before depreciation (EBITDA) amounted to SEK 29.3 (49.7) million. The decrease is mainly driven by increased personnel costs and investments that are associated with the strong expansion and the work of further developing the Group. EBITDA is also negatively affected by increased transport costs and price increases of e.g. a. solar panels as a result of the Corona pandemic.
▪ The Group's operating profit (EBIT) amounted to SEK 8.3 (35.6) million. The decrease in operating profit is, in addition to what is stated above, also due to increased amortization of goodwill and solar energy facilities as a direct result of completed investments.
▪ Profit for the period after tax amounted to SEK -31.8 million (-37). The result was affected by unrealized exchange rate differences in the Chinese operations by SEK 3.5 (-38.5) million.
▪ Cash flow for the period from operating activities amounted to 48.9 (-13.3).
▪ The period's cash flow for the Group amounted to SEK -25.5 (69.4) million.
▪ Earnings per share amounted to -0.33 (-0.65).
▪ Covid-19 affected the Swedish operations in the second quarter in the form of postponed projects, increased transport costs and price increases for, among other things, solar panels. However, order intake remains good.
▪ The Chinese operations were affected to a lesser extent by the Corona pandemic as economic activity is high, but the Chinese price reduction of about five percent on electricity still remains.
THE FIRST HALF OF THE SHORT
▪ The Group's revenues amounted to SEK 411.4 (208.9) million. An increase of 97%.
▪ Revenues in the Swedish operations grew to SEK 338.8 (146.9) million, an increase of 131%.
▪ Revenues in the Chinese operations grew to SEK 72.6 (61.9) million, an increase of 17%.
▪ The Group's profit before depreciation (EBITDA) amounted to SEK 21 (48.4) million. EBITDA was negatively affected by non-cash non-cash effects of SEK -11.7 million as a result of increased objectives and forecasts in acquired subsidiaries, which led to an increase in provisions for additional purchase consideration.
▪ The Group's operating profit (EBIT) amounted to SEK -20.1 (20.7) million. EBIT was negatively affected by non-cash non-cash effects of SEK -11.7 million in accordance with the above.
▪ Profit for the period after tax amounted to SEK -50 (-42.5) million. The result was affected by unrealized exchange rate differences in the Chinese operations of SEK 40.1 (-5.3) million and by non-cash effects affecting cash flow of SEK -11.7 million in accordance with the above.
SIGNIFICANT EVENTS DURING THE SECOND QUARTER
Sweden
▪ Soltech Energy Sweden AB (publ) acquired 100% of the shares in Rams El AB with access on May 3, 2021.
▪ Soltech Energy Sweden AB (publ) acquired 100% of the shares in Takbyrån i Alingsås AB (Takbyrån) with access on 1 June 2021.
▪ Soltech and Skanska Kommersiell Utveckling Norden have entered into a declaration of collaboration on innovations for building-integrated solar energy solutions.
China
▪ During the quarter, Soltech's subsidiary in China, ASRE, signed eight contracts amounting to a total installed capacity of 11 MW and is expected to generate annual revenues of SEK 7.9 million, or approximately SEK 158 million during the agreements' 20-year maturities.
▪ During the quarter, Soltech's subsidiaries in China connected a total of 10 (1) MW of roof-based solar energy plants and had 192 (140) MW of installed and revenue-generating capacity at the end of the period.
▪ At the end of the period, the company had 37 (46) MW in subscribed orders, as well as projects under processing of 123 (123) MW.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
▪ The Board of Directors of Soltech Energy AB (publ) has, with the support of the authorization of the Annual General Meeting, decided to carry out a new share issue of approximately SEK 247 million with preferential rights for existing shareholders (the “Rights Issue”) and an Over-allotment issue of approximately SEK 150 million before deduction of issue costs.
▪ Soltech's subsidiary Advanced Soltech Sweden AB raises SEK 46.6 million before issue costs in new issues of preference shares.
▪ Soltech's subsidiary in China, ASRE, has signed four contracts amounting to a total installed capacity of 6.7 MW and is expected to generate annual revenues of SEK 5.2 million or approximately SEK 104.6 million during the agreements' 20-year maturities.
▪ On 9 August 2021, the UN Climate Panel IPCC published its climate report, which clearly demonstrates the importance of taking the green transition seriously.
Read the report on Soltechs site: https://soltechenergy.com/en/investors/financial-reports-calendar/
The Board of Directors of Soltech Energy AB (publ) (“Soltech” or “the Company”) has, on 13 August 2021, with the support of the Annual General Meeting’s authorization, decided to carry out a new share issue of approximately SEK 247 million with preferential rights for existing shareholders (the “Rights Issue”). Soltech has acquired 16 companies in 2.5 years and the total revenue has gone from approximately SEK 53 million in 2018 to SEK 500 million in 2020, and in 2021 the company aims to reach SEK 1,000 million. The rights issue intends to finance continued expansion through acquisitions of companies and to develop existing subsidiaries. The subscription period is August 24 – September 7, 2021 and the subscription price is SEK 20 per share.
The terms of the Rights Issue mean that six (6) existing shares give the right to subscribe for one (1) new share at a subscription price of SEK 20 per share, which corresponds to a discount of approximately 26.7% percent compared with the volume-weighted average price during the 20 trading days between 14/7 and 10/8 2021. The number of shares issued at full subscription is 12,361,207.
In the event of great interest in the Rights Issue, the Board has a mandate to decide on another new issue (“Over-allotment issue) of a maximum of 7,500,000 shares with deviation from the shareholders’ preferential rights. The price for acquiring shares in the Over-allotment Issue is SEK 20 per share and the gross proceeds from this are estimated at full subscription to amount to approximately SEK 150 million before deductions for issue costs.
The over-allotment issue enables allotment to those stakeholders who may not receive an allotment in the Rights Issue and at the same time enables an increase in the Company’s shareholder base through allotment to new stakeholders. However, the Board’s intention is to allocate both issues to existing shareholders if there is great interest.
The Board’s decision on the Rights Issue and, where applicable, the Over – allotment Issue is made with the support of the issue authorization submitted at the Annual General Meeting on May 26, 2021.
Background and motifs
The motive for the rights issue is to create additional financial conditions for implementing the Board’s expansion plans and to be able to make further company acquisitions and investments in existing operations. The Company’s strategy includes, if necessary, providing the acquired companies with working capital to enable the companies to grow organically successfully and by supporting the organization and the subsidiaries with key initiatives such as marketing, technical development, financing, special initiatives and to enable increased customer and inventory financing.
The motives are in line with the Board’s goal that Soltech will become a leading player in Swedish and European solar energy and the obvious choice for private, commercial and public customers in the choice of solar energy supplier.
The solar energy market in Sweden and in other countries is in a strong development phase. The effects of the pandemic, the climate policy strategy Green New Deal (E.U European Green Deal) and not least the IPCC’s climate report will lead to increased interest and investment in green technology. Many companies have been formed to take part in the growing market and the board of Soltech has made the assessment that this opens up for a consolidation of the market where a player with the right strategy and sufficient financial resources has the opportunity to become a market leader through acquisitions of smaller units and thus create a larger and more profitable group. This is the basis for the strategy that the Company has applied since 2019.
The strategy has meant a strong expansion for the business. Total revenues during 2020 amounted to SEK 500 million, compared with SEK 303 million in 2019 and SEK 53 million in 2018. In the financial year 2021, the company aims to reach SEK 1,000 million. In 2021, another five companies were acquired, of which two companies in electricity, Provektor Sverige AB and Rams El AB. The purpose of acquiring electrical engineering companies is to strengthen the competence and secure the deliveries of electrical installations, which is often a central but cramped sector when installing solar cells. The acquisitions also strengthen the customer base as the companies have had established customer contacts for a long time that demand solar energy.
Of the issue proceeds, which at full subscription will amount to approximately SEK 247 million, before issue costs, are reserved in order of priority:
- 65% Company acquisitions
- 25% Investments in subsidiaries
- 10% Investments in the parent company’s operating activities
Upon full subscription also of the Over-allotment Issue, the opportunities for new company acquisitions will be increased, as the Company will receive an additional SEK 150 million before issue costs, which are estimated to amount to approximately SEK 4 million.
The rights 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 August 20 gives one (1) subscription right (TR). It takes six (6) TRs to subscribe for one (1) new share at a subscription price of SEK 20. Subscription of shares takes place during the period 24/8 – 7/9 2021. Upon full subscription of the Rights Issue, the Company will receive approximately SEK 247 million before issue costs, which are estimated to amount to approximately SEK 4 million.
The last day for trading in the Company’s shares, including the right to receive subscription rights in the Rights Issue, is August 18, 2021. Subscription of shares with the support of subscription rights shall take place through cash payment during the period 24/8 – 7/9 2021.
Subscription of shares without subscription rights shall be made on a special subscription list
during the period 24/8 – 7/9 2021. Payment for shares subscribed for without the support of subscription rights shall be made no later than three banking days after the issuance of the settlement note showing the allotment. The Board has the right to extend the subscription period and the last day for payment.
In the event of a major interest in the Rights Issue, the Board has a mandate to decide on an additional new issue (“Over-allotment Issue”) of a maximum of 7,500,000 shares with deviation from the shareholders’ preferential rights. The price for acquiring shares in
The over-allotment issue is SEK 20 per share and the gross payment from this is estimated at full subscription to amount to approximately SEK 150 million before deductions for
issue costs. The purpose of the Over-allotment Issue is to create the conditions for an even faster expansion through further acquisitions. The over-allotment issue is conditional on the Rights Issue being oversubscribed.
The rights issue amounts to a maximum of 12,361,207 shares. This means that the share capital increases by a maximum of SEK 618,060.35 to a maximum of SEK 4,326,42.50. The shares issued in connection with the Offer correspond to approximately 14% percent of the share capital in the Company after the completion of the new share issue (provided that the subscription is fully subscribed). Shareholders who choose not to participate in the Rights Issue will, when fully subscribed, be diluted by approximately 14 percent. Upon full utilization of the Over-allotment Issue, the share capital will increase by a maximum of SEK 375,000 to a maximum of SEK 4,701,42.50.
The over-allotment issue corresponds to a maximum of approximately 8 percent of the Company’s total share capital. In the event that both the Rights Issue and the Over-allotment Issue are utilized, the share capital will increase by SEK 993,060.35 to a maximum of SEK 4,701,422.50. The dilution will amount to a maximum of approximately 21 percent calculated as the number of new shares after the new share issue divided by the total number of shares after the new share issue.
The rights issue and the Over-allotment issue are not secured by issue guarantees or subscription commitments.
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 24 August to 2 September 2021.
Prospectus
The complete terms and conditions for the Rights Issue, as well as information about the Company in a prospectus approved by The Swedish Financial Advisory Authority, will be published on the Company’s website on 13 August 2021.
Schedule for Rights Issue and possible Over-allotment Issue
Last day for trading incl. right to participate 18/8 2021
Record date 20/8 2021
Subscription period 24/8 – 7/9 2021
Trading in subscription rights 24/8 – 2/9 2021
Board decision on allocation and possible Over-allotment Issue 9/9 2021
Press release on issue outcome 9/9 2021
Notice of allocation and dispatch of settlement notes 10/9 2021
Settlement date for settlement notes 15/9 2021
Issuing institute
For further questions regarding subscription, contact your personal bank adviser, your nominee or Soltech’s issuing institution Aktieinvest FK AB on 08 506 517 95 or emittentservice@aktieinvest.se
NOT FOR PUBLICATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER JURISDICTION THAT DISTRIBUTES DISTRIBUTION.