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As press released on
Summary of share issue
- The Board of Directors of Biokraft proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on a rights issue which can amount to a total maximum of approximately
SEK 650 million , after deduction of transaction costs, to cover the funds (including interest and other fees) the Company is obliged to pay to the bondholders who have requested repurchase of the bonds in accordance with the terms and conditions for the bond. -
Provided that the subscription price in the Rights Issue has been determined on market terms no later than one day before the Extraordinary General Meeting, that the Extraordinary General Meeting resolves to amend the limits for the number of shares and share capital in the Company's articles of association and authorizes the Board of Directors to resolve on the Rights Issue, and that the Board of Directors thereafter resolves on the Rights Issue with a subscription period that ends no later than
30 April 2024 :-
1Vision
Biogas AB , the Company's largest shareholder, has, in respect of the Rights Issue, undertaken to subscribe for shares corresponding to its pro rata share in the Rights Issue. The subscription commitment corresponds to approximately 55 percent of the Rights issue or the higher ownership stake that they will have on the record date for the Rights Issue as a result of the ongoing mandatory offer; -
1Vision
Biogas AB has entered into a guarantee undertaking that covers the remaining part of the Rights Issue that is not secured by subscription obligations. For the guarantee commitment, a guarantee fee of 2.0 percent will be paid; and -
1Vision
Biogas AB has furthermore undertaken to vote at the Extraordinary General Meeting for the first (i.e., the authorization to resolve on the Rights Issue) of the proposed issue authorizations described above and an amendment of the Company's articles of association. The voting commitment corresponds to approximately 55 percent of outstanding shares and votes in the Company, or the higher share 1VisionBiogas AB will have on the record date for the Extraordinary General Meeting as a result of the ongoing mandatory offer.
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1Vision
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The subscription period in the Rights Issue is expected to take place from and including
12 April 2024 up to and including26 April 2024 . -
The Rights Issue, including complete terms and conditions, such as number of newly issued shares and increase of the share capital, is expected to be resolved by the Company's Board of Directors around
4 April 2024 utilizing the authorization given by the Extraordinary General Meeting. -
As a result of the Rights Issue, the Company has decided to postpone the publication of the interim report for the first quarter of 2024 to
31 May 2024 in order to enable members of the Board of Directors, senior executives and other insiders to participate in the Rights Issue. -
In addition, the Board of Directors of Biokraft proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on a share issue, with or without pre-emptive rights for the Company's existing shareholders, of approximately a maximum of
SEK 150 million , before deduction of transaction cost, to be used for investments in the Company's ongoing operations as well as for further growth and expansion, replacing the current existing issue authorization as resolved at the Annual General Meeting 2023. Such equity authorization can also be utilised to up-size the Rights Issue. -
An Extraordinary General Meeting of the Company, which is intended to be held on
27 March 2024 , is proposed to resolve on the issue authorizations as described above. Notice of the Extraordinary General Meeting will be published through a separate press release.
Background and reasons for share issue
Biokraft, founded in 2005, is a Nordic greentech company that produces bioenergy and plant nutrients in a circular process by recycling organic waste and residues in large-scale biorefineries. The biogas is CO2 neutral and reduces GHG emissions by up to over 100 percent when it replaces fossil fuels. Biokraft currently has five production facilities in
Biokraft has a clear growth plan that focuses on expanding the Company's capacity to produce liquefied biogas for sale in the Northern European market where it is expected that the European market for liquefied biogas will tenfold by 2030. To meet the sharply increased demand for biogas, Biokraft has previously communicated clear production targets for 2024 and 2026 where production capacity will amount to at least 600 GWh by the end of 2024 and at least 1.2 TWh by the end of 2026. Furthermore, the Company has a long-term ambition to achieve a production capacity of at least 3 TWh by the end of 2030.
To achieve the Company's ambitious production targets, Biokraft is actively working on a number of development projects in various stages of completion. Biokraft's communicated portfolio of development projects consists of plants in
The next step in the growth journey is to carry out certain improvement projects and make the investment decision for the next new project in Skåne's
Furthermore, the Company's previously two largest shareholders,
In light of the above, Biokraft's Board of Directors assesses that the Company needs additional capital. The need for capital arises in connection with the above-mentioned obligation to repurchase bonds and will depend on how many bondholders request repurchase of the bonds. The maximum amount is approximately
The net proceeds from the Rights Issue are intended to be used to repurchase the Company's bonds, in accordance with what is stated above. Depending on how many bondholders that request the Company to repurchase their bonds, and which authorization the Extraordinary General Meeting resolves on and that is utilized by the Board of Directors, any remaining part of the net proceeds will be used for investments in the Company's ongoing operations as well as for further growth and expansion.
If the Rights Issue, despite received subscription commitment and guarantee undertaking, is not subscribed for to a sufficient extent, the Company may be forced to seek alternative financing in the form of debt financing or additional equity raise to be able to repurchase the bonds from the bondholders that requests the Company to do so. There are no guarantees that the Company will succeed in obtaining such alternative financing.
Extraordinary General Meeting
An Extraordinary General Meeting, planned to be held on
Subscription commitments, guarantee undertakings and voting commitments
Provided that the subscription price in the Rights Issue has been determined on market terms (as determined by the Company, in consultation with the advisors of the Company and the advisors of 1Vision
In addition to the above-mentioned subscription commitment, 1Vision
1Vision
Provided that the Extraordinary General Meeting resolves on both proposed issue authorizations and the amendment of the Company's articles of association, the Board of Directors may resolve to up-size the Rights Issue.
The subscription commitment and guarantee undertaking are not secured by bank guarantees, escrow funds, pledges or similar arrangements. Further information about the subscription commitment and guarantee undertaking will be included in the prospectus that will be published prior to the commencement of the subscription period.
Postponement of interim report
As a result of the Rights Issue, the Company has decided to postpone the publication of the interim report for the first quarter of 2024 to
Prospectus
Complete information regarding the Rights Issue and information about the Company will be provided in a prospectus that is expected to be published on the Company's website before the subscription period begins.
Preliminary timetable for the Rights Issue
Extraordinary General Meeting
The Board of Directors is expected to resolve on the Rights Issue
Expected publication date of the prospectus and record date
Expected subscription period 12 April -
Expected announcement of the outcome of the Rights Issue
Advisors
The Company has engaged
This information is such that
For more information, please contact:
Telephone +46-70 597 99 38
Email: matti.vikkula(at)biokraft.com
Biokraft is a Nordic greentech company that produces bioenergy and plant nutrients in a circular cycle by recycling organic waste and residues in large-scale biorefineries. The biogas is CO2 neutral and reduces GHG emissions by up to over 100% when it replaces fossil fuels. Biokraft will build, own and operate large-scale biogas plants with a focus on the Northern European market. Today, there are facilities in
Important information
The publication, publication or distribution of this press release in certain jurisdictions may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any shares or other securities in Biokraft in any jurisdiction, neither from Biokraft nor from someone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. If a rights issue is carried out, a prospectus regarding the rights issue will be published by the Company before the subscription period in the rights issue begins.
This press release does not identify or suggest, or suggest, to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is only intended to describe the background to the intended Share Issue and does not claim to be complete or exhaustive.
This press release does not constitute or form part of an offer, or part of an offer, to buy or subscribe for securities in
In any EEA member state, this press release is only directed at qualified investors in that member state as defined in the Prospectus Regulation.
In the
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations regarding the Company's future results of operations, financial condition, liquidity, development, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other important factors could cause actual events to deviate materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and, further, does not assume any responsibility for the future accuracy of the opinions expressed in this press release, nor any obligation to update or revise the statements in this press release to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as of the date of this press release and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
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