BPC announces Directed Share Issue to Eiffel Investment Group
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LUND, Sweden, Jan. 24, 2025 /PRNewswire/ -- BPC Instruments AB (publ) ("BPC" or the "Company") announces that the Board of Director's has resolved, subject to the subsequent approval by the Extraordinary General Meeting, to carry out a directed share issue of approximately SEK 24.5 million, to the institutional investor Eiffel Investment Group ("Eiffel") (the "Directed Share Issue"). The Directed Share Issue is intended to expand BPC's international shareholder base, with Eiffel Investment Group bringing expertise to support initiatives in energy transition, biogas, and ESG development. Alongside the Directed Share Issue, Eiffel is also acquiring an additional 278,700 shares from BPCI Holding AB (CEO Jing Liu's wholly owned company), Chairman of the Board Gustaf Olsson, and Sustainable Holding Sweden AB (Board Member Kristofer Cook's wholly owned company) (the "Block Trade"). The Board of Directors' resolution of the Directed Share Issue is subject to approval by an Extraordinary General Meeting, expected to be held on February 12, 2025. Notice of the Extraordinary General Meeting will be published through a separate press release.
Jing Liu, CEO of BPC Instruments, comments: "We welcome Eiffel Investment Group as a long-term partner and investor in BPC. As an experienced institutional investor, Eiffel brings valuable support to our international shareholder base and aligns with our vision for global growth. Their expertise in the biomethane sector and commitment to energy transition and green investments closely match our focus on renewable energy, biodegradable materials, and sustainability. This partnership will strengthen our position in the European biomethane market and accelerate our progress in developing green technologies. We look forward to working together and creating opportunities that benefit all stakeholders."
Laurent Inglebert, Director at Eiffel Investment Group, comments: "Eiffel has extensive experience investing in the biogas ecosystem, and we strongly believe that BPC Instruments' products provide significant value to this industry while also presenting opportunities to expand beyond it. We are delighted to invest in BPC Instruments and have full confidence in the management team to deliver sustainable growth."
Background and reasons
BPC develops solutions that advance renewable energy and environmental biotechnology. With a strong foundation of expertise, BPC delivers technologies and services that improve energy extraction and resource management. Eiffel Investment Group is a key strategic investor for BPC, with its focus on sustainable investments and the energy transition. Eiffel Investment Group cultivates a strong industrial expertise and is a long-term investor and will share its expertise with BPC. This investment is aligned with BPC strategy which aims at further strengthen its capacity to enter new European markets and take on initiatives that align with its strategic priorities.
The Directed Share Issue
The Directed Share Issue comprises 650,300 shares and is subject to approval at an Extraordinary General Meeting scheduled for February 12, 2025. Major shareholders representing approximately 73.4 percent of the shares and votes in BPC Instruments have announced their intention, as well as entered into an agreement, to vote in favor of approving the resolution at the extraordinary general meeting. The subscription price in the Directed Share Issue is SEK 37.6 per share, representing a premium of 9.3 percent compared to the volume-weighted average price (VWAP) of the Company's shares on Spotlight Stock Market during January 23, 2025. The subscription price has been determined through a negotiation procedure at arm's length between the Company and Eiffel through which the Board of Director has concluded that the terms for the Directed Share Issue is market conformant. Through the Directed Share Issue, the Company will raise approximately SEK 24.5 million before transaction-related costs.
In order to facilitate the implementation of the Directed Share Issue, the shares will initially be subscribed for by Nordic Issuing AB in its capacity as issuing agent at an amount corresponding to the quota value of the shares, for onward transfer to Eiffel at a price of SEK 37.6 per share, which is ultimately accounted to the Company. The shares in both the Directed Share Issue and the Block Trade will formally be subscribed for through the funds FCPI ALTO INNOVATION 2021 and FCPI ALTO INNOVATION 2022, which are controlled by Eiffel Investment Group.
Considerations by the Board of Directors
The Company's Board of Directors has conducted a comprehensive assessment and carefully considered the possibility of raising capital through a rights issue but has concluded that, compared to a rights issue, a directed issue (i) is expected to strengthen the shareholder and capital base in the long term, unlike a rights issue. The Company aims to enhance and expand its base of institutional, professional, and strategic investors to further improve liquidity in the Company's shares, (ii) would take significantly longer to execute, thereby increasing exposure to general market risk, and (iii) can be implemented at a substantially lower cost and with less complexity than a rights issue. Given the above considerations, the Board has concluded that the Directed Share Issue, deviating from shareholders' preferential rights, is the most advantageous option for BPC to finance the Company's portfolio expansion and other growth-promoting initiatives, while preserving the most value for the Company and providing the greatest benefit to the Company's shareholders.
The Block Trade
The Block Trade will be carried out without affecting the market share price. Prior to the transaction, Jing Liu through BPCI Holding AB owned 6,822,015 shares, corresponding to approximately 65.26 percent of the Company. Following the transaction, Jing Liu owns 6,662,576 shares, equivalent to 60 percent of the Company after the Directed Share Issue and the Block Trade. Gustaf Olsson's ownership decreased from 596,389 shares, corresponding to approximately 5.7 percent, to 504,968 shares, which after the Directed Share Issue and the Block Trade corresponds to approximately 4.55 percent. Kristofer Cook through Sustainable Holding Sweden AB owned 249,926 shares prior to the issue, corresponding to a 2.39 percent ownership. After the Directed Share Issue and the Block Trade, its ownership amounts to 222,086 shares, corresponding to 2 percent of the Company. Before the Directed Share Issue and the Block Trade, Eiffel Investment Group did not own any shares in the Company. Following both transactions, Eiffel Investment Group will own 929,000 shares, corresponding to 8.37 percent of BPC.
Number of Shares, Share Capital, and Dilution
Through the Directed Share Issue, the Company's share capital will increase by SEK 35,766.5, from SEK 574,970 to SEK 610,736.5, through the new issuance of 650,300 shares. This will result in an increase in the total number of shares from 10,454,000 to 11,104,300 shares, leading to a dilution of approximately 5.86 percent for existing shareholders who did not participate in the issue.
Bookrunner
Sedermera Corporate Finance AB is acting as Sole Bookrunner and Fredersen Advokatbyrå AB is legal adviser to the Company in connection with the transaction. Nordic Issuing AB is the issuing agent.
For more information, please contact:
Dr. Jing Liu, CEO
BPC Instruments AB
Tel: +46 (0) 46 16 39 51
E-mail: ir@bpcinstruments.com
This disclosure contains information that BPC Instruments AB (publ) 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, on 24-01-2025 08:30 CET.
About BPC Instruments AB
BPC Instruments is a global Swedish-based pioneering technology company developing and offering analytical instruments enabling more efficient, reliable, and higher quality research and analysis for industries in renewable bioenergy and environmental biotechnology. The result is not only higher accuracy and precision, but also a significant reduction in time consumption and labor requirement for performing analysis. BPC Instruments' innovative products offer high-quality hardware and software based on deep knowledge and experience of target applications. The solutions are the first of their kind, making the company a pioneer in its field. Today, BPC Instruments exports to nearly 70 countries around the world. BPC is listed on the Spotlight Stock Market in Sweden. For more information, please visit BPC's webpage: www.bpcinstruments.com
IMPORTANT INFORMATION
The publication, announcement 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 published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in BPC in any jurisdiction, neither from BPC nor from anyone else.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared by the Company and published on the Company's website in connection with the Directed Issue.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.
In the United Kingdom, this document and other materials relating to the securities referred to herein are only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) "high net worth entities" as referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). An investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement and should not act or rely on it.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on 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 materialise or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or securities regulations.
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Press release - Directed Share Issue_EN |
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