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Midsummer AB

09/18/2020 | Press release | Distributed by Public on 09/18/2020 00:30

Midsummer AB (publ) resolves on a directed issue and a fully guaranteed rights issue of approximately SEK 284 million for European expansion

Midsummer AB (publ) resolves on a directed issue and a fully guaranteed rights issue of approximately SEK 284 million for European expansion
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On 18 September 2020, the Board of Midsummer AB (publ) ('Midsummer' or the
'Company') decided to carry out a directed issue of shares and warrants
('Units') of approximately SEK 30.5 million (the 'Directed Issue') and a fully
guaranteed rights issue of Units of approximately SEK 253.5 million (the 'Rights
Issue') (together the 'Share Issues'). The Board's decision on the Direct Issue
is based on the authorization granted by the Annual General Meeting held on 4
June 2020. The Rights Issue is subject to approval by an Extraordinary General
Meeting ('Extraordinary General Meeting') to be held on 15 October 2020. Notice
of the Extraordinary General Meeting is published through a separate press
release. The Share Issues allow for continued expansion and establishment on the
European market. In addition, the Company's shareholder base is strengthened
with reputable investors, including Cidro Förvaltning AB, an investment firm
fully owned by Peter Lindell, who indirectly is a large shareholder in Paradox
Interactive AB as well as Qliro Group AB and Doro AB via the company Rite
Ventures AB. Cidro Förvaltning AB has the intention of supporting the Company's
long-term development. In the case of full exercise of the attached warrants,
the Company raises additionally approximately SEK 205.5 million before issue
costs.
The Company has received subscription commitments of approximately SEK 17.5
million, corresponding to approximately 6.9 percent of the Rights Issue. In
addition, the Rights Issue is covered by guarantee undertakings of approximately
SEK 188.8 million, corresponding to approximately 74.5 percent of the Rights
Issue, and top guarantee undertakings of approximately SEK 47.2 million,
corresponding to approximately 18.6 percent of the Rights Issue. Subsequently
the Rights Issue is covered to 100.0 percent based on subscription commitments
and guarantees. Due to the planned implementation of the Share Issues, the
Company has decided to postpone the release of the interim report Q3 2020 to 24
November 2020.

Background and reasons
Midsummer manufactures and sells turnkey production equipment for flexible thin
-film solar cells. The Company also produces and sells solar panels and
integrated solar cell roofs. The Company's technology and products have a
favorable position to meet current and future demand in a strong and growing
global market. During the past couple of years, the Company has developed its
operations and today owns the entire chain, from manufacturing equipment to the
installation of solar cell roofs.
Since 2004, Midsummer has developed a unique thin-film solar cell with high
efficiency based on CIGS-technology (copper, indium, gallium and selenium)
without using the environmentally hazardous substance cadmium in the production
process, and with up to 90 percent lower carbon footprint compared to
traditional solar panels. The production equipment enables the manufacturing of
solar panels that are discreet, flexible, durable, with low weight that can be
mounted on a variety of surfaces. The low weight, flexibility and discreet
design of the solar panels are the major strengths compared to competing
products and technologies. These properties mean that the Company has attractive
products for the growing BIPV-market (Building Integrated Photovoltaics), where
the solar panels are integrated with the building.
Midsummer´s solar panels can also be used in many application areas where the
weight and fragility of traditional solar panels may be limiting or even
preclude installation. A large part of all buildings today cannot install
traditional solar panels due to weight restrictions. The potential market for
Midsummer´s light solar panels is thus very extensive.
In the prospectus that was published in conjunction with Midsummer's IPO in
2018, the Company identified that a future natural expansion opportunity
included eventually producing and selling solar panels on its own. This has
emerged as an increasingly important part of the Company´s strategy, in
particular for the purpose of increasing the market presence by creating demand
in new countries and regions. Experience from the Swedish market shows that when
a market becomes aware of Midsummer´s solar panels and their properties, an
accelerated demand is created (in the long run also for Midsummer´s
manufacturing equipment).
Midsummer has identified an attractive opportunity to build up a production
capacity in Italy. Establishment of a production facility in Italy plays a
central role in the Company´s strategy to significantly scale up the production.
The Italian market for solar panel has the attractive combination of high solar
radiation, high electricity prices and subsidies for solar cells that both
reduce investment cost and provide a high value for electricity produced by
solar cells. In Italy, roof tiles are the dominant roof materials for villas and
the Company believes that primarily with the product Midsummer WAVE, it has an
opportunity to meet the market demand for discreet solar panel installations.
The application for start-up aid in Italy will be submitted in the autumn of
2020 and the Company is expected to receive final notification of aid in the
form of grants and loans to favorable terms during December 2020/January 2021.
The total investment for the production facility in Italy is expected to amount
to approximately EUR 50 million, where Midsummer´s investments in the project
will consist of production of DUO machines supplied by Midsummer to the
subsidiary Midsummer Italia. The remaining part of the project is expected to be
financed with the advantageous establishment grants Invitalia ('Invest in
Italy') has to offer. The production plant in Italy is estimated to be able to
achieve a yearly production capacity of 50 MW, compared with the current yearly
production capacity in Järfälla of approximately 5 MW. The Company estimates
that from January 2022 sale of solar panels in Italy can commence. The Company
intends to obtain sales for its planned expansion of production through sales to
premium customers in the private market via selected partners in Italy.
The Share Issues significantly improve the Company´s financial position. The net
proceeds from the Share Issues will primarily be used to (i) finance the need
for an increased production capacity attributable to the forthcoming European
expansion, (ii) expand the marketing and sales organization, both at the Head
Quarters in Järfälla, Sweden and in Italy, and (iii) other/working capital.
Summary of the Share Issues


  · The Board of Midsummer has resolved, on the basis of the authorization
granted by the Annual General Meeting, on a directed issue of Units of
approximately SEK 30.5 million, and, subject to approval by the Extraordinary
General Meeting, a rights issue of Units of approximately SEK 253.5 million,
both before issue costs. In the case of full exercise of the warrants, the
Company raises additionally approximately SEK 205.5 million before issue costs.

  · The Directed Issue comprises 2,900,000 Units, each consisting of one (1)
share and (1) warrant of series TO1, issued at a price of SEK 10.50 per Unit.
The Directed Issue thus comprises 2,900,000 shares and 2,900,000 warrants of
series TO1. The Directed Issue comprises a number of reputable investors,
including Cidro Förvaltning AB, Isac Brandberg AB and Pegroco Invest AB.
Investors in the Directed Issue will receive the new shares before the record
date for participation in the Rights Issue and will thus receive unit rights for
participation in the Rights Issue.

  · The Rights Issue comprises a maximum number of 24,144,425 Units, each
consisting of one (1) share and (1) warrant of series TO1, issued at a price of
SEK 10.50 per Unit. The Rights Issue thus comprises a maximum number of
24,144,425 shares and a maximum number of 24,144,425 warrants of series TO1.

  · The record date for participation in the Rights Issue is expected to be 19
October 2020. The subscription period in the Rights Issue is expected to take
place from and including 21 October up to and including 5 November 2020.

  · For each existing share in Midsummer, one (1) unit right will be received.
Seven (7) unit rights entitle the holder to subscribe for five (5) Units, each
consisting of one (1) share and one (1) warrant of series TO1.

  · Two (2) warrants of series TO1 will entitle to subscription for one (1) new
share in Midsummer at a subscription price of SEK 15.20 per share during the
period from and including 1 November 2021 up to and including 30 November 2021.

  · Midsummer´s CEO, Sven Lindström, CFO Eric Jaremalm and Chairman of the Board
Jan Lombach have together committed to subscribe for Units in the Rights Issue
amounting to SEK 3.2 million, corresponding to approximately 1.3 percent of the
Rights Issue. The Company has also received subscription commitments from a
number of reputable investors, including Cidro Förvaltning AB and Pegroco Invest
AB, amounting to approximately SEK 5.7 million and SEK 2.1 million,
respectively, which in all amount to approximately SEK 17.5 million,
corresponding to approximately 6.9 percent of the Rights Issue. In addition, the
Rights Issue is covered by guarantee undertakings of approximately SEK 188.8
million, corresponding to approximately 74.5 percent of the Rights Issue, and
top guarantee undertakings of approximately SEK 47.2 million, corresponding to
approximately 18.6 percent of the Rights Issue. Subsequently the Rights Issue is
covered to 100.0 percent based on subscription commitments and guarantee
undertakings.

The Directed Issue
Midsummer's Board of Directors decided on 18 September 2020, on the basis of the
authorization granted from the Annual General Meeting that took place on 4 June
2020, on a directed issue of 2,900,000 Units of approximately SEK 30.5 million
before issuing costs. One Unit consists of one (1) share and one (1) warrant and
is issued at a price of SEK 10.50 per Unit. The Directed Issue thus comprises
2,900,000 shares and 2,900,000 warrants of series TO1. The subscription price
has been decided by the Board of Directors in consultation with the financial
advisor based on an assessment of interest from investors and is deemed to
correspond to the share's market value. The reason for the deviation from the
shareholders' preferential rights is that the Board of Directors believes that
it is to the advantage for Midsummer's continued development to strengthen the
shareholder base with a number of strategic and long-term shareholders, and to
use the opportunity to raise capital in a time-efficient manner.
Through the Directed Issue, the number of shares and votes in the Company
increases by 2,900,000, from 30,902,200 shares and votes to 33,802,200 shares
and votes and the share capital increases by SEK 116,000.00, from SEK
1,236,088.00 to SEK 1,352,088.00, corresponding to a dilution of approximately
8.6 percent of the number of shares and votes in the Company, following the
Directed Issue. If all issued warrants are exercised, the number of shares and
votes in the Company will increase by an additional 1,450,000 shares and votes,
and the share capital will increase by an additional SEK 58,000.00,
corresponding to a dilution of an additional approximately 4.1 percent of the
number of shares and votes in the Company, following the Directed Issue and
exercise of the warrants.
The shares subscribed for in the Directed Issue will entitle participation in
the Rights Issue.
The warrants of series TO1 are expected to be admitted for trading on the Nasdaq
First North Premier Growth Market after the Rights Issue has been registered.
The terms of the warrants issued in connection with the Directed Issue are the
same as the terms of the warrants of series TO1 that are intended to be issued
in the Rights Issue.
The Rights Issue
Furthermore, Midsummer's Board of Directors decided on 18 of September 2020,
subject to subsequent approval of the Extraordinary General Meeting, on a rights
issue of Units of a maximum of approximately SEK 253.5 million before issuing
costs. One Unit consists of one (1) share and one (1) warrant and is issued at a
subscription price of SEK 10.50 per Unit. In the event of full subscription, the
Rights Issue thus comprises a maximum of 24,144,425 shares and 24,144,425
warrants of series TO1.
The right to subscribe for Units in the Rights Issue shall accrue to the
Company´s shareholders in proportion to the number of shares previously owned.
For each existing share in Midsummer, one (1) unit right will be received. Seven
(7) unit rights entitle subscription of five (5) Units, each consisting of one
(1) share and one (1) warrant of series TO1.
Two (2) warrants of series TO1 will entitle to subscription of one (1) new share
in Midsummer at a subscription price of SEK 15.20 per share during the period 1
November 2021 - 30 November 2021.
The record date for determining which shareholders are entitled to subscribe for
Units with preferential rights is expected to be 19 October 2020 and the
subscription period is expected to take place from and including 21 October up
to and including 5 November, 2020. Last day for trading in Midsummer's share
including the right to receive unit rights is 15 October 2020. Trading in unit
rights takes place on the Nasdaq First North Premier Growth Market during the
period 21 October - 3 November 2020.
In the event that not all Units are subscribed for by exercise of unit rights,
the Board shall resolve on allotment of Units subscribed for without the
exercise of unit rights, within the maximum amount of the Rights Issue. In such
case, Units shall primarily be allocated to those who have also subscribed for
Units by the exercise of unit rights, regardless of whether they were
shareholders on the record date or not, and in the event of oversubscription,
pro rata in relation to the number of unit rights each exercised for
subscription of Units. Secondly, Units shall be allocated to others who have
notified the Company of their interest in subscribing for Units without the
exercise of unit rights, and in the event of oversubscription, pro rata in
relation to such declared interest, and lastly to those who have provided
guarantee undertakings for the subscription of Units, in accordance with the
guarantee agreements entered into and otherwise in proportion to the guarantee
undertaking. To the extent that allotment according to the above cannot be made
pro rata, allotment shall be made by drawing lots.
Upon full subscription of the Rights Issue, the number of shares and votes in
the Company increases by 24,144,425, from 33,802,200 shares and votes
(calculated after the registration of the Rights Issue) to 57,946,625 shares and
votes, and the share capital increases by SEK 965,777.00, from SEK 1,352,088.00
(calculated after the registration of the Rights Issue) to SEK 2,317,865.00. For
existing shareholders who do not participate in the Directed Issue and the
Rights Issue, the dilution amounts to approximately 46.7 percent of the number
of shares and votes in the Company after the Directed Issue and the Rights
Issue. If all issued warrants of series TO1 are exercised, the number of shares
and votes in the Company increases by an additional 12,072,212 shares and votes,
and the share capital increases by an additional SEK 482,888.48, which
corresponds to a dilution effect of an additional approximately 17.2 percent of
the number of shares and votes in the Company after the Directed Issue and the
Rights Issue and after exercise of the warrants in the Rights Issue.
Shareholders who choose not to participate in the Rights Issue can compensate
for the financial dilution effect by selling their unit rights.
Complete terms and conditions for the Rights Issue as well as other information
about the Company will appear in the prospectus that is intended to be published
around 16 October 2020.
Subscription commitments and guarantee undertakings
Midsummer´s CEO, Sven Lindström, CFO Eric Jaremalm and Chairman of the Board Jan
Lombach have together committed to subscribe for Units in the Rights Issue
amounting to SEK 3.2 million, corresponding to approximately 1.3 percent of the
Rights Issue. The Company has also received subscription commitments from a
number of reputable investors, including Cidro Förvaltning AB, amounting to
approximately SEK 5.7 million, and Pegroco Invest AB, amounting to approximately
SEK 2.1 million. In total, the Company has received subscription commitments
amounting to approximately SEK 17.5 million, corresponding to approximately 6.9
percent of the Rights Issue. In addition, the Rights Issue is covered by
guarantee undertakings of approximately SEK 188.8 million, corresponding to
approximately 74.5 percent of the Rights Issue, and top guarantee undertakings
of approximately SEK 47.2 million, corresponding to approximately 18.6 percent
of the Rights Issue. Subsequently the Rights Issue is covered to 100.0 percent
based on subscription commitments and guarantees.
For the guarantee commitments, an underwriting fee of a total of nine (9)
percent of the guaranteed amount will be paid (but only to the extent that it
exceeds any existing shareholding), of which five (5) percent will be paid in
cash and four (4) percent will be paid in the form of Units. For the top
guarantee undertakings, an underwriting fee of a total of thirteen (13) percent
of the guaranteed amount will be paid (but only to the extent that it exceeds
any existing shareholding), of which six (6) percent will be paid in cash and
seven (7) percent will be paid in the form of Units. The Board therefore intends
to propose that the Extraordinary General Meeting also resolves to authorize the
Board of Directors to decide on a directed issue of Units to guarantors and top
guarantors in the Rights Issue, whereby payment shall be made by offsetting the
respective guarantor's claim on the Company as a result of the guarantee
undertaking.
Extraordinary General Meeting
The Board of Director's decision on the Rights Issue is subject to approval by
the Extraordinary General Meeting on 15 October 2020. The Board also intends to
propose that the Extraordinary General Meeting resolves to authorize the Board
of Directors to decide on a directed issue of Units to guarantors and top
guarantors in the Rights Issue, where payment shall be made by offsetting the
respective guarantor's claim on the Company as a result of the guarantee
undertaking, as well as a directed issue of Units to G&W Kapitalförvaltning AB
for payment of part of the fees which, according to the assignment agreement,
may be paid in the form of Units.
Notice of the Extraordinary General Meeting will be published in a separate
press release.
Preliminary time plan for the Rights Issue


  · 15 October 2020 - Extraordinary General Meeting
  · 15 October 2020 - Last day of trading including the right to receive unit
rights
  · 16 October 2020 - First day of trading excluding the right to receive unit
rights
  · 16 October 2020 - Expected date for publication of the prospectus
  · 19 October 2020 - Record date for participation in the Rights Issue
  · 21 October - 5 November 2020 - Subscription period
  · 21 October - 3 November 2020 - Trading in unit rights
  · 21 October 2020 until the issue has been registered with the Swedish
Companies Registration Office - Trading in paid subscribed Units (BTUs)
  · 10 November 2020 - Expected date for publication of the outcome in the
Rights Issue

Postponement of interim report Q3 2020 Owing to the Share Issues, the Company
has decided to postpone the release of the interim report Q3 2020 from 17
November 2020 to 24 November 2020.
Advisors
G&W Fondkommission is the financial advisor to Midsummer in connection with the
Share Issues. Mannheimer Swartling Advokatbyrå AB is the legal advisor to the
Company in connection with the Share Issues. Aktieinvest FK AB has been hired as
issuing institute.
Important information
The information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in the Company in any jurisdiction. Any invitation to the persons
concerned to subscribe for units in Midsummer will only be made through the
prospectus that Midsummer estimates to publish on 16 October 2020.
This press release may not be released, published or distributed, directly or
indirectly, in or into Australia, Hong Kong, Canada, New Zealand, Singapore, the
United States of America, including its territories and possessions, any state
of the United States or the District of Columbia (the 'United States') or any
other jurisdiction where such action is wholly or partially subject to legal
restrictions or where such action would require additional prospectuses,
registrations or other actions in addition to what follows from Swedish law. Nor
may the information in this press release be forwarded, reproduced or disclosed
in a manner that contravenes such restrictions or would entail such
requirements. Failure to comply with this instruction may result in a violation
of applicable securities laws.
The securities referred to in this press release have not been and will not be
registered under the United States Securities Act of 1933, as amended
('Securities Act'), or under the securities laws of any state or other
jurisdiction in the United States and may not be offered, subscribed, used,
pledged, sold, resold, allotted, delivered or transferred, directly or
indirectly, in or into the United States absent exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and in accordance with securities laws of the relevant state or other
jurisdiction in the United States. All offers and sales of securities in
connection with any rights offer by the Company will be made, subject to certain
limited exceptions, outside of the United States and in reliance on, and in
compliance with, Regulation S under the Securities Act. There will be no public
offering in the United States.
Within the European Economic Area ('EEA'), no public offering of securities is
made in other countries than Sweden. In other member states of the EU, such an
offering of securities may only be made in accordance with an applicable
exemption in the Prospectus Regulation (EU) 2017/1129.
This press release contains certain forward-looking information that reflects
the Company's present view of future events as well as financial and operational
development. Words such as 'intend', 'assess', 'expect', 'may', 'plan',
'believe', 'estimate' and other expressions entailing indications or predictions
of future development or trends, not based on historical facts, constitute
forward-looking information. Forward-looking information is inherently
associated with both known and unknown risks and uncertainties as it depends on
future events and circumstances. Forward-looking information is not a guarantee
of future results or development and actual outcomes may differ materially from
the statements set forth in the forward-looking information.
This information is such information that Midsummer AB is obliged to make public
pursuant to EU Market Abuse Regulation. The information was released for public
disclosure through the contact person detailed below on 18 September 2020 at
08.30 am CET.

For further information, please contact:
Sven Lindström
CEO, Midsummer
E-mail: [email protected]
Phone: 08-525 096 10

About Midsummer
Midsummer (https://midsummer.se/en/) is a leading developer and supplier of
advanced solar energy technology solutions for the production and installation
of thin film solar panels. Its business offering includes equipment for cost
-effective manufacturing of thin film solar cells as well as building-integrated
photovoltaic (BIPV) solutions. Midsummer's production process for thin film
solar cells has a minimal carbon footprint compared to other production
processes for solar modules. Midsummer's DUO
system (https://midsummer.se/en/business/machines/duo/) has taken the position
as the most widespread manufacturing tool for flexible CIGS solar cells in the
world.

Midsummer develops and markets solar panels directly to end customers from its
own production and via contract manufacturers. The Midsummer Solar
Roofs (https://midsummersolarroofs.se) product range Midsummer
SLIM (https://midsummersolarroofs.se/midsummer-slim/), Midsummer
WAVE (https://midsummersolarroofs.se/midsummer-wave/) and Midsummer
BOLD (https://midsummersolarroofs.se/midsummer-bold/) offers customers light,
thin and flexible solar panels that result in attractive solar roofs.
Midsummer's technology is based on a rapid process for the production of
durable, flexible CIGS solar cells using sputtering of all layers of the solar
cell in a sealed vacuum chain. The Company's share (MIDS) is traded on Nasdaq
First North Premier Growth Market with G & W Fondkommission as Certified
Adviser, phone: +46 (0)8-503 000 50, email: [email protected] For more
information, please visit: midsummer.se

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