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On 8 February 2023, CTEK AB (publ) (”CTEK” or the ”Company”) announced that the board of directors (the ”Board”) of CTEK, subject to approval from the extraordinary general meeting to be held on 3 March 2023, has resolved on a rights issue of approximately SEK 350 million (the ”Rights Issue”). Today, the Board announces the terms of the Rights Issue. The net proceeds from the Rights Issue are intended to be used to repay part of the Company’s loans in order to decrease indebtedness and to ensure investments in product development and the Company’s supply chain.
Summary
- Those who are registered as shareholders in CTEK’s share register maintained by Euroclear Sweden on the record date on 8 March 2023 will receive one (1) subscription right for each CTEK share held. Five (5) subscription rights entitle to subscription for two (2) new shares in CTEK.
- The last day of trading in CTEK shares inclusive of the right to participate in the Rights Issue is 6 March 2023.
- The subscription price has been set at SEK 17.50 per share. Provided that the Rights Issue is fully subscribed, CTEK will consequently raise approximately SEK 350 million before transaction costs.
- The subscription period will run from and including 10 March 2023 up to and including 24 March 2023.
- The Company’s largest shareholder, Investment AB Latour (publ) (”Latour”), has undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for its pro rata share of 30.57 percent of the outstanding shares and votes in CTEK in the Rights Issue. In addition, Skirner AB (”Skirner”) and AMF Tjänstepension AB (”AMF”), together holding shares representing 10.45 percent of the outstanding shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for their respective pro rata share in the Rights Issue. In addition to the subscription undertaking Latour has entered into a guarantee agreement for the remaining part of the Rights Issue which is not covered by the subscription undertakings mentioned above. Thus, the Rights Issue is fully covered by subscription undertakings and guarantee agreements from current shareholders.
- Fjärde AP Fonden (”AP4”), Swedbank Robur Fonder AB (”Swedbank Robur”) and SEB Fonder (”SEB”), together holding shares representing 17.37 percent of the outstanding shares and votes in the Company, have expressed their support for the Rights Issue.
- The Board has convened an extraordinary general meeting to be held on 3 March 2023.
- The net proceeds from the Rights Issue are intended to be used to repay part of the Company’s loans in order to decrease indebtedness and to ensure investments in product development and the Company’s supply chain.
The Rights Issue
Those who are registered as shareholders in CTEK’s share register maintained by Euroclear Sweden on the record date 8 March 2023 will receive one (1) subscription right for each share held in CTEK. Five (5) subscription rights entitle to subscription for two (2) new shares in CTEK. To the extent that new shares are not subscribed for by exercise of subscription rights, they shall be allotted to shareholders and other investors who have subscribed for shares without exercise of subscription rights. As confirmation of the allotment of new shares subscribed for without exercise of subscription rights, a transfer note will be sent to subscribers on or around 28 March 2023. No notice will be sent to subscribers who have not received an allotment.
The Rights Issue, if fully subscribed, will increase CTEK’s share capital by a maximum of SEK 19,993,221 from SEK 49,983,054 to no more than SEK 69,976,275 through the issuance of no more than 19,993,221 new shares. After the Rights Issue, the number of shares in CTEK will amount to no more than 69,976,275 shares.
The subscription price has been set at SEK 17.50 per share. Provided that the Rights Issue is fully subscribed, CTEK will consequently raise approximately SEK 350 million before transaction costs.
The record date for participation in the Rights Issue is on 8 March 2023. This means that the share will be traded inclusive of the right to receive subscription rights up to and including 6 March 2023. The subscription period will run from and including 10 March 2023 up to and including 24 March 2023. Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 10 March 2023 up to and including 21 March 2023.
Shareholders who choose not to participate in the Rights Issue will have their holding diluted by a total of 19,993,221 new shares, corresponding to approximately 28.6 percent of the total number of shares in CTEK after the Rights Issue. These shareholders will have the possibility to compensate themselves financially for the dilution effect by selling their subscription rights.
Subscription undertakings, guarantee agreements and shareholder support
The Company’s largest shareholder, Latour, has undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for its pro rata share of 30.57 percent of the outstanding shares and votes in CTEK in the Rights Issue. In addition, Skirner and AMF, together holding shares representing 10.45 percent of the outstanding shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the extraordinary general meeting and to subscribe for their respective pro rata share in the Rights Issue. In addition to the subscription undertaking, Latour has entered into a guarantee agreement for the remaining part of the Rights Issue which is not covered by the subscription undertakings mentioned above. Thus, the Rights Issue is fully covered by subscription undertakings and guarantee agreements from current shareholders. AP4, Swedbank Robur and SEB, together holding shares representing 17.37 percent of the outstanding shares and votes in the Company, have expressed their support for the Rights Issue.
Extraordinary general meeting
The Rights issue is subject to approval by an extraordinary general meeting to be held on 3 March 2023. Notice for the extraordinary general meeting is available on CTEK’s website, www.ctek.com.
Prospectus and indicative timetable for the Rights Issue
The prospectus is expected to be published around 8 March 2023 and will contain complete information about the Rights Issue.
| 3 March 2023 | Extraordinary general meeting to approve the Rights Issue |
| 6 March 2023 | Last day of trading in shares inclusive of the right to participate in the Rights Issue |
| 8 March 2023 | Record date for participation in the Rights Issue with preferential rights |
| 8 March 2023 | Publication of the prospectus |
| 10 March 2023 – 21 March 2023 | Trading in subscription rights |
| 10 March 2023 – 24 March 2023 | Subscription period |
| 10 March 2023 – 28 March 2023 | Trading in paid subscribed shares (BTA) |
| 28 March 2023 | Announcement of the outcome of the Rights Issue |
| Around 28 March 2023 | Transfer note regarding allotment of shares subscribed for without subscription rights distributed |
Lock-up commitments
In connection with the Rights Issue, the Company has, subject to customary exceptions, agreed to a lock-up undertaking on future share issuances for a period of 180 calendar days following the completion of the Rights Issue. Members of the Company’s Board and management have, subject to customary exceptions, agreed not to sell their shares in the Company for a period of 90 calendar days following the completion of the Rights Issue.
Advisors
In relation to the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) and Swedbank AB (publ) as Joint Global Coordinators and Joint Bookrunners. Advokatfirman Vinge KB is legal advisor in relation to the Rights Issue.
This information constitutes inside information as CTEK AB (publ) is obliged to disclose under the EU Market Abuse Regulation 596/2014. The information was provided by the contact persons below for publication 27 February 2023 at 20:00 CET.
The Board of CTEK AB (publ)