Clean Industry Solutions Holding Europe AB (publ) carries out a rights issue of shares of approximately SEK 25.5 million

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The Board of Directors of Clean Industry Solutions Holding Europe AB (publ) ("Clean Industry Solutions" or the "Company") has today, on 31 August 2023, with the support of the authorization from the Extraordinary General Meeting held on 8 August 2023, resolved to carry out a rights issue of a maximum of 63,744,405 shares of approximately SEK 25.5 million before issue costs (the "Rights Issue"). The subscription price amounts to SEK 0.40 per share. In connection with the Rights Issue, the Company has received underwriting commitments of approximately SEK 14.0 million, corresponding in total to approximately 55 percent of the Rights Issue. The underwriting commitments are not secured by bank guarantees, escrow funds, pledges or similar arrangements. The net proceeds from the Rights Issue will primarily be used to finance the growth of the subsidiaries and working capital for new customer projects. The Company also expects that the strengthened financial position, combined with increased market demand, will have a positive impact on discussions and negotiations with current and potential customers.

Background and motives
Clean Industry Solutions offers solutions for a sustainable industry and a circular economy. The company currently has two wholly-owned subsidiaries, Industrial Solar GmbH and SolarSpring GmbH, which specialize in providing clean energy and clean water to the industrial sector. Clean Industry Solutions focuses primarily on developing its existing subsidiaries, but is also open to potential acquisitions that are in line with the Company's strategic goals and can provide synergy effects.

Clean Industry Solutions has noted an increased interest in the Company's solutions, largely due to the transition from gas to other energy sources currently underway in Europe. The Company believes that the changing energy demand in the market due to external and environmental factors is beneficial to the business. In order to generate resources for business development and growth, and because it is uncertain whether the warrants of series TO 1 will provide the Company with additional proceeds, the Board of Directors of the Company has decided to carry out the Rights Issue.

Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive initial net proceeds of approximately SEK 21.2 million (after issue costs). The net proceeds are intended to be used for the following purposes, in order of priority: 
·    Financing the growth of the subsidiaries, such as recruitments and expansion projects (approximately 35 percent)
·    Working capital for the development of new customer projects (approximately 35 percent)
·    Co-finance publicly funded R&D projects (approximately 20 percent)
·    Initiate new collaborations and invest in joint ventures in target markets (approximately 10 percent)

Terms and conditions of the Rights Issue
The Board of Directors of Clean Industry Solutions has today on 31 August 2023, based on the authorization from the Extraordinary General Meeting held on 8 August 2023, decided to implement the Rights Issue in accordance with the following main conditions:
·    The Rights Issue comprises a maximum of 63,744,405 new shares in the Company.
·    Any person, who on the record date of 8 September 2023 is registered in the share register kept by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue. One (1) existing share held on the record date entitles to one (1) subscription right. Two (2) subscription rights entitle the holder to subscribe for five (5) shares.
·    The subscription price in the Rights Issue amounts to SEK 0.4 per share.
·    The Rights Issue corresponds to a valuation of Clean Industry Solutions (pre-money) of approximately SEK 10.2 million.
·    The last day of trading in the Company's share including the right to receive subscription rights is 6 September 2023 and the first day of trading excluding the right to receive subscription rights is 7 September 2023.
·    The subscription period in the Rights Issue will run from and including 12 September 2023 until and including 26 September 2023.
·    Trading in subscription rights will take place on the Nasdaq First North Growth Market from and including 12 September 2023 until and including 21 September 2023.
·    Trading in BTA (Paid Subscribed Shares) will take place on the Nasdaq First North Growth Market from and including 12 September 2023 until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to take place around week 41, 2023.
·    Clean Industry Solutions has received underwriting commitments of approximately SEK 14.0 million, corresponding to approximately 55 percent of the Rights Issue.
·    Upon full subscription of shares in the Rights Issue, the Company will receive approximately SEK 25.5 million, before deduction of issue costs, which are estimated to amount to approximately SEK 4.3 million, of which the underwriting compensation amounts to approximately SEK 1.8 million. 
·    Clean Industry Solutions expects to announce the outcome of the Rights Issue around 28 September 2023.

Underwriting commitments
Clean Industry Solutions has received underwriting commitments from external investors of approximately SEK 14.0 million, corresponding to approximately 55 percent of the Rights Issue. The underwriters will receive cash compensation of thirteen (13) percent of guaranteed amount. The underwriting commitments are not secured by bank guarantees, escrow funds, pledges or similar arrangements, which entails a risk that one or more of the underwriters will not be able to fulfill their commitments.

Share capital and number of shares
Upon full subscription in the Rights Issue, the number of shares in the Company will increase by 63,744,405 shares from 25,497,762 to 89,242,167 and the share capital will increase by approximately SEK 6,272,753.530833 from approximately SEK 2,509,101.412333 to approximately SEK 8,781,854.943166, corresponding to a dilution effect of approximately 71.4 percent. 

Prospectus
The full terms and conditions of the Rights Issue and other information about the Company will be set out in the prospectus which will be published before the commencement of the subscription period. The prospectus and subscription form will be made available on the Company's website: https://cleanindustrysolutions.com.

Recalculation of warrants series TO 1
As a result of the Rights Issue, Clean Industry Solutions will, in accordance with the terms and conditions of warrants of series TO 1, carry out a recalculation of the subscription price when subscribing for shares through the exercise of warrants and of the number of shares that each warrant entitles to subscription of. The final recalculation will be announced by the Company via press release before the exercise period for warrants of series TO 1 commences on 26 October 2023. Complete terms and conditions for warrants of series TO 1 are available on Clean Industry Solutions' website: https://cleanindustrysolutions.com.

This disclosure contains information that Clean Industry Solutions Holding Europe is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 31-08-2023 18:10 CET.

Advisers
Corpura Fondkommission AB (www.corpura.se) is acting as financial advisor and Advokatfirman Schjødt is acting as legal advisor to Clean Industry Solutions in connection with the Rights Issue. Nordic Issuing AB is acting as issuing agent.

Amudova AB is Clean Industry Solutions' certified adviser. Phone [phone]
E-mail: [e-mail]

For more information:
Christian Zahler, CEO
Tel: [phone]
E-mail: [e-mail]

Clean Industry Solutions Holding Europe AB holds 100% of Industrial Solar GmbH and 100% of SolarSpring GmbH - both located in Freiburg/Germany.  
Industrial Solar GmbH is an international leading technology and solution provider, which develops projects mainly based on its innovative Fresnel collector technology suitable for fulfilling an expected growing market of solar process heat. As a one-stop-shop Industrial Solar offers turnkey solutions for customers in several industries.
Find out more about Industrial Solar GmbH at the following address:
https://www.industrial-solar.de/en/

Founded in 2009 as a spin-off of the Fraunhofer ISE, SolarSpring GmbH - membrane solutions, has evolved into an international pioneer in the field of membrane distillation offering innovative waste- and drinking water treatment technology.
Find out more about SolarSpring GmbH at the following address:
https://solarspring.de/en/

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Clean Industry Solutions in any jurisdiction, either from Clean Industry Solutions or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.

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