New issue in brief
The Board of Directors of myFC Holding AB (hereinafter "myFC" or "the Company") proposes a rights issue of no more than SEK 75 million and an oversubscription privilege for the Board to increase the new issue amount by up to SEK 25 million ("new issue"). The issue price is SEK 3 per share. Provided that the new issue is fully subscribed and the oversubscription privilege fully exercised, the rights issue could thus generate SEK 100 million for myFC before issue costs. The rights issue is underwritten for an amount of SEK 50 million.
The proposal for the new issue, which includes proposals for amendment of the Articles of Association, will be presented for approval at an Extraordinary General Meeting on May 9, 2018.
The proceeds, together with myFC's existing cash of approximately SEK 40 million, will be used for continued offensive investments in fuel cell integration, mainly as follows.
Comments from the CEO:
Björn Westerholm, CEO of MyFC, comments on the new issue:
"We are the world leader in micro fuel cells and well positioned to establish ourselves in mass markets of scale – we're talking about new sales of 1.5 billion smartphones and hundreds of millions of powerbanks per year. But to maintain our position on these types of markets, it is vital to have financial muscle to act aggressively. The new issue will secure that.
“We also want to establish ourselves in the Electric Vehicle Market (BEV) and Hybrid Vehicles (PHEV), where our technology is receiving increasing attention. The transition to this type of cars is inevitable, and to be considered a prerequisite from an environmental perspective. In order not to create new types of environmental problems, one must among other things solve the difficulties in obtaining lithium-ion batteries, and the negative environmental impact that lithium-ion batteries generate. The fundamental problem with electric cars is the limited range. Our ambition is for LAMINA REX to double the reach of a medium-sized electric car in an environmentally friendly way. In absolute numbers and numbers of devices, the car market may seem small compared to the smartphone market. But because electric and hybrid cars need so much more electricity than phones, our market potential becomes significant. Once the car market picks up, it will do so at high speed. And we’ll want to be well positioned."
Terms for the New Issue
The company's registered share capital amounts to SEK 2,194,009.80 before the new issue, and 37,517,564 shares. The quota value of the shares is 0.0585 SEK.
The new share issue refers to a maximum of 25,011,709 shares at the issue price of SEK 3 per share, which at full subscription generates approximately SEK 75 million for the Company. In addition, the Board is proposed to have an additional oversubscription privilege to issue a maximum of 8,330,000 additional shares, which may increase the proceeds of the rights issue by at the most about SEK 25 million.
All in all, the Company may issue up to 33,341,709 shares, provided that the new issue is fully subscribed and the oversubscription privilege is fully utilized. The rights issue may increase the share capital, rounded up, no more than SEK 1,949,808 and amount to, rounded up, no more than SEK 4,143,818.
One (1) existing share in the Company entitles one (1) subscription right. Three (3) subscription rights entitle to the subscription of two (2) shares. The subscription price is 3 SEK.
Preliminary schedule (all dates referring to 2018)
Wednesday, May 9 Extraordinary General Meeting
Monday, May 14 Estimated day for publication of the prospectus
Thursday, May 17 First day for trading of shares excluding right to participate in the rights issue with preferential rights
Friday, May 18 Record date for subscription rights and right to participate in the rights issue with preferential rights
Wednesday, May 23 Subscription period begins, trading of subscription rights starts
Monday, June 4 Trading of subscription rights ends
Thursday, June 7 Subscription period ends
Friday, June 8 Publication of preliminary outcome of the new issue
The new issue is underwritten through agreements with external investors up to an amount of SEK 50 million, corresponding to approximately 66.7 percent of the new issue. The underwriting fee is 10 percent of the guaranteed amount in the form of cash payment. No cash or other assets have been pledged and no other collateral has been provided to secure the commitments. Further information on the parties who have entered into underwriting commitments will be found in the prospectus that is expected to be published on May 10 in accordance with the above preliminary timetable.
Extraordinary General Meeting
The Board's proposal for the Rights Issue and related decisions regarding amendment of the Articles of Association will be presented for approval at an Extraordinary General Meeting, which will take place on Wednesday, May 9, at 10 a.m. in Stockholm. Notice of the Extraordinary General Meeting will be published in a separate press release and notice.
At the Extraordinary General Meeting, the Board's proposal for a decision regarding the Rights Issue will be submitted for approval as follows.
(i) a new issue of a maximum of 25,011,709 shares with preferential rights for the shareholders
(ii) a new issue of a maximum of 8,330,000 shares in respect of such an oversubscription privilege
(iii) amendment of the Articles of Association limits on share capital and number of shares. The proposal means that the share capital shall be at least SEK 1,875,000 and no more than SEK 7,500,000, and the number of shares shall be at least 32,062,500 and no more than 128,250,000.
Jörgen Lantto proposed as new chairman of the board
The Nomination Committee has informed the Company that it proposes that Jörgen Lantto be elected new chairman, and that the proposal will be discussed at the Extraordinary General Meeting on 9 May. Current chairman Carl Palmstierna, who is also chairman of the nomination committee, has announced that he wishes to resign from the board at the same time. See further information in separate press release.
Annual General Meeting
Due to the rights issue, the Annual General Meeting will be postponed. A new date will be announced at a later time.
This information is information that myFC is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 07:55 CET on 9 of April 2018.