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 solar energy group Soltech Energy continues to design and install large roof-mounted solar energy solutions. The real estate company Castellum will now have a solar plant of 1 MW on its property in Kungsängen, just outside Stockholm. Soltech and the construction company Fastec signed an agreement with Castellum for a roof-mounted solar energy solution with construction start at the end of 2021. The installation is about the same size as the solar energy panels on 130 villa roofs.
Soltech Energy has a vast experience in creating solar energy solutions for real estate companies. Previously, the solar energy group's subsidiaries have constructed one of the Nordic region's largest roof-mounted solar cell solution for the real estate company, Castellum, and now Soltech is gaining renewed confidence. The subsidiaries Swede Energy and Soltech Sales & Support will jointly construct and build what will be Castellum's new solar energy solution on their logistics property in Kungsängen.
– We want to contribute to tomorrow's society where increased electrification and climate changes sets new demands. To meet this, the share of renewable energy must increase. It therefore feels both great and valuable to be able to collaborate with Fastec and Castellum in the installation of this solar energy solution in Kungsängen, about the same size as the solar energy panels on 130 villa roofs. Together, we create great value for both the economy and the environment. We think this is reason enough for property owners to choose solar energy solutions and thus secure their future electricity supply, says Sebastian G Wibling, Sales Manager at Soltech Sales & Support.
– Fastec wants to act where change for a sustainable society is created. Therefore, it feels great to have the opportunity to collaborate with a solar energy partner in the forefront and a real estate company with an impressive sustainability focus. Projects like this are important in the green transition and we are very much looking forward to working with Soltech and Castellum, says Erik Lindmark, Marketing Manager at Fastec.
A real estate player with high sustainability ambitions
Castellum is one of the Nordic region's most sustainable real estate companies and the sustainability work is fully integrated into its core business. One of the objectives of the sustainability strategy is to increase the share of renewable energy to reduce its carbon dioxide emissions. An ambition that is now intensified when the real estate company once again collaborates with Soltech so that more of their properties operates on solar energy.
– This is completely in line with our overall sustainability goals. Castellum is a leader in sustainability in the real estate industry and takes great responsibility for developing society in a sustainable direction. Solar energy is one of the keys to securing the future of our properties, both in terms of ecological and economic sustainability, says Filip Elland, Sustainability Manager at Castellum.
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.
Advanced Soltech's subsidiary in China, has signed two orders with
AnHui ShanLong Textile Technology Co. Ltd. and AnHui HuaChenShiJia Textile Technology Co. Ltd. Both companies have the same owner. The orders concern the installation of two solar energy plants of 2.24 and 0.65 megawatts (MW), and together they are estimated to generate annual revenues of approximately SEK 2.35 million, or approximately SEK 47 million during the agreements' 20-year term. The investment in the facilities, which will be owned by Advanced Soltech's wholly owned subsidiaries in China, amounts to approximately SEK 17.3 million and construction is planned to start in the third quarter of 2021. The projects achieve good profitability completely without subsidies and are located in Anhui province.
Advanced Soltech's CEO Max Metelius comments:
-Our sales organization continues to reap success in Anhui Province. It is especially fun to be able to deliver several good projects to the same customer. Our projects are robust and durable and have previously been tested by typhoons and now also by recent floods and storms, which has not led to any significant damage.
Advanced Soltech's subsidiary in China, has signed an order with FuJian Chuang Long Textile Co. Ltd. The order is for the installation of a solar energy plant of 1.78 megawatts (MW), which is estimated to generate annual revenues of approx. SEK 1.36 million, or approx. SEK 27.2 million during the agreement's 20-year term. The investment in the facility, which will be owned by Advanced Soltech's wholly owned subsidiaries in China, amounts to approximately SEK 10 million and construction is scheduled to start in the third quarter of 2021. The project achieves good profitability completely without subsidies and is in Fujian Province.
Advanced Soltech's CEO Max Metelius comments:
-Our sales team continues to reap success in Fujian Province. We are experiencing a growing interest in solar energy in China from both customers and other players.
Advanced Soltech's subsidiary in China, has signed an order with FuJian HaiShan Foods Co. Ltd. The order concerns the installation of a solar energy plant of 2 megawatts (MW), which is estimated to generate annual revenues of approx. SEK 1.52 million, or approx. SEK 30.4 million during the agreement's 20-year term. The investment in the facility, which will be owned by Advanced Soltech's wholly owned subsidiary in China, amounts to approx. SEK 11.2 million and construction is scheduled to start in the third quarter of 2021. The project achieves good profitability completely without subsidies and is in Fujian Province.
Advanced Soltech's CEO Max Metelius comments:
-We experience that companies increasingly see solar energy as a natural part of their energy supply. This particular customer is a large scale producer of canned vegetables for both the domestic and the international market.
Advanced Soltech's subsidiary in China, has signed an order with KunShan Chuho Spring Co. Ltd. The order concerns the installation of a solar energy plant of 1.0 megawatts (MW), which is estimated to generate annual revenues of approximately SEK 0.82 million, or approximately SEK 16.4 million during the agreement's 20-year term. The investment in the facility, which will be owned by Advanced Soltech's wholly owned subsidiary in China, amounts to approximately SEK 5.6 million and construction is planned to start in the third quarter of 2021. The project achieves good profitability without any subsidies and is located in Jiangsu Province.
Advanced Soltechs CEO Max Metelius comments:
-We are experiencing strong demand from both the private and public sectors. This customer is a well-established Japanese manufacturer of parts for the automotive industry that fits well into our customer portfolio.
Soltech Energy and Skanska Kommersiell Utveckling Norden have signed a letter of intent regarding collaboration on innovations for building-integrated solar energy solutions. Focus in the collaboration will be energy optimization of commercial properties. The initial ambition is to launch a joint pilot project within a two-year period.
The solar energy group Soltech and Skanska, which is one of Sweden's leading construction companies, has now started their innovation collaboration. It is Skanska Kommersiell Utveckling Norden, a wholly owned subsidiary who develops commercial properties, that has joined forces with the solar energy group. After signing the agreement both parties together will take a step further in their ambition to develop new building solutions with solar energy as the primary target.
– We see great value in merging our solar energy expertise with Skanska's expertise to create synergies where tomorrow's energy solutions are born. The emphasis will be on creating scalable overall solutions making commercial properties even more sustainable in the future. I want to thank Skanska for a good collaboration so far and look forward to breaking ground together, says Anna Svensson, Head of Innovation, Soltech Energy.
Leading actors working together for innovation
Soltech is a leading solar energy group in Sweden with 17 subsidiaries that develop, sell, install and optimize solar energy solutions for roofs and facades as well as charging and storage solutions. Soltech will now collaborate with one of the leading construction groups, Skanska, in the hunt for tomorrow's innovations.
– It feels exciting to be able to have Soltech with us when we create the foundation for our future innovations with the goal of finding even better and more sustainable solutions in our upcoming commercial real estate projects for the Nordic market. We have high goals and clear quality and environmental ambitions for everything we do. Therefore, it is important for us to have a competent partner with whom we can have a long-term collaboration on sustainable innovation. This is exactly what we have found in Soltech, says Henrik Ahnström, Director of Product, Process & Innovation
Eight residential buildings in Norra Biskopsgården will soon have solarpanels on their roofs. NP Gruppen, a Soltech subsidiary, has signed an agreement on a large solar energy solution with one of Sweden's largest municipal housing companies, Bostadsbolaget, The total order value amounts to SEK 6.5 million.
The solar energy group Soltech Energy has a transformation strategy which means that traditional roof, façade and electricity companies are acquired to the family and will add solar energy solutions to their business in order to meet both customers and environmental ambitions for green energy solutions. The strategy is ongoing and successful. Soltech's subsidiary, NP Gruppen has now signed a solar energy agreement with Bostadsbolaget, a non-profit housing company in Gothenburg. The agreement includes that NP Gruppen will build solar energy solutions on eight of Bostadsbolaget's properties in Norra Biskopsgården. Construction will start after the summer, and the solar energy facilities are expected to be completed later this year.
– It is with great pride that we can state that this project now goes from the drawing table to reality. This means that on all eight buildings we will integrate solar energy into people's everyday lives. Bostadsbolaget's ambitious sustainability goals and our solar energy solutions will now be a perfect match and we look forward to making Norra Biskopsgården a little greener together, says Marcus Juhlin, Solar energy manager at NP Gruppen.
Ferroamp balances the energy
In addition to the solar energy solution, a Ferroamp system will also be installed, to even out power peaks and to optimize electricity usage when it is needed the most and at the lowest cost. Oskar Scheiene, Energy Manager at Bostadsbolaget, looks with great confidence at the upcoming solar energy investment in the district.
– We are happy that we have signed on for our largest solar energy project to date. This is an investment that is completely in line with our ambitions to reduce Bostadsbolaget's climate footprint and increase our share of renewable energy. It is also an investment that fits well into a cityscape and environment where we want to highlight sustainability in every way. We are looking forward to work closely with NP Gruppen to turn the sun's rays into green energy in people's homes in Norra Biskopsgården, says Oskar Scheiene, Energy Manager at Bostadsbolaget.
