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Impact Coatings AB (publ) (”Impact Coatings” or the ”Company”) hereby announces intention to carry out a directed new share issue of approximately SEK 100 million directed to Swedish and international institutional investors (the “Directed New Share Issue”).
The Directed New Share Issue is intended to be carried out with deviation from the shareholders’ preferential rights pursuant to the authorization granted by the annual general meeting on 14 May 2020. Impact Coatings has engaged Pareto Securities AB (“Pareto Securities”) to investigate the conditions for the Directed New Share Issue through an accelerated bookbuilding procedure. The subscription price for the shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will begin immediately after publication of this press release and end before the commencement of trading on Nasdaq First North Growth Market on February 25, 2021. The bookbuilding procedure may, at the discretion of the Company or Pareto Securities, close earlier or later and may be cancelled at any time. The net proceeds from the Private Placement are intended to enable increased investments in the Company’s internationalization as well as in its commercial, technical, and production capabilities, in order to capitalize on significant growth opportunities presented by the migration from fossil-fuel to hydrogen-based energy systems and the advancement of automotive safety and related applications. The reasons for the deviation from the shareholders’ preferential rights are also to diversify the ownership base in the Company among Swedish as well as international institutional and reputable investors and to take the opportunity to raise capital in a time and cost efficient manner. Given that the subscription price in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, it is the board of directors’ assessment that the subscription price will be determined at market terms and conditions. Impact Coating´s largest shareholder Accendo Capital, which owns approximately 12 percent of the number of shares and votes in the Company, has undertaken to subscribe for shares corresponding to its ownership share in the Company in the Directed New Share Issue. In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 12 months after the announcement of the outcome of the Directed New Share Issue. Board members, shareholding senior executives and certain larger existing shareholders, namely Accendo Capital and Hyundai Motor Company, have undertaken not to sell any shares in Impact Coatings for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions. AdvisersPareto Securities AB acts as Sole Manager and Bookrunner and Kanter Advokatbyrå KB acts as legal counsel to the Company and Baker McKenzie Advokatbyrå KB acts as legal counsel to Pareto Securities in connection with the Directed New Share Issue.
FINANCIAL RESULTS FULL YEAR 2020● Net sales amounted to SEK 39,515 thousand (49,084)● Total revenue amounted to SEK 54,355 thousand (39,366)● Operating profit amounted to SEK -22,970 thousand (-26,368)● Operating profit after financial items amounted to SEK -22,975 thousand (-26,387)● Cash flow amounted to SEK -29,153 thousand (32,116)● Liquidity ratio amounted to 343% (666)● Order backlog at period end amounted to EUR 1,645 thousand (289)● No dividend is proposed FINANCIAL RESULTS FOURTH QUARTER 2020● Net sales amounted to SEK 20,044 thousand (20,574)● Total revenue amounted to SEK 29,078 thousand (8,069)● Operating profit amounted to SEK -5,243 thousand (-3,986)● Operating profit after financial items amounted to SEK -5,246 thousand (-3,990)● Cash flow amounted to SEK -6,553 thousand (59,693) SIGNIFICANT EVENTS FOURTH QUARTER 2020● No significant events during the fourth quarter SIGNIFICANT EVENTS AFTER THE PERIOD● Coating system order for radomes received from HELLA MINTH Jiaxing Automotive Parts Co., Ltd. (China)
CEO’s COMMENTARYFor Impact Coatings, 2020 ended with an intense fourth quarter. We completed the production of three coating systems: one for a German technology supplier to the textile industry; one for HELLA in Slovenia; and one for our development partner Hyundai in Korea. All three machines were shipped from our facility in Linköping, Sweden. Installation and acceptance of the coating machine for Germany was completed during the quarter, while the installation in Slovenia was somewhat delayed from the original plan but was completed in January. Installation of the Hyundai machine is planned for the first quarter of 2021. The activity level in Coating Services continues to increase and resulted in a very good fourth quarter. Customers are primarily within the fuel cell, decorative coatings, and electrical contact segments. Full year sales have increased consecutively in each of the past three years, since Coating Services became a more distinct part of the company’s strategy. In addition, we completed a smaller coating system sale during the quarter. A European automotive supplier had rented an INLINECOATER™P200 since the end of 2018 and decided to exercise its purchase option in the rental agreement. The overall deal structure has been beneficial for the company while it also demonstrates our flexibility in meeting the varying needs of our customers. In late November we opened a branch office in Seoul, a result of our Joint Development Agreement with Hyundai. With specialized technical expertise now in place, our development work in fuel cell coating solutions with Hyundai is more efficient. The office will also serve as a regional hub for our sales activities across all application areas, primarily in Korea, China, and Japan. Hyundai is increasingly recognized as one of the global leaders in the growing hydrogen economy, above all in future transportation systems. This illustrates the potential for Impact Coatings in our cooperation initiated during 2019. We experience daily that our joint development work with Hyundai gives us credibility in our discussions with existing and potential customers, whether vehicle manufacturers or automotive suppliers. 2020 also became the year that the world – industry, politicians, media, and investors – genuinely began to appreciate the potential of hydrogen in tomorrow’s fossil-free energy systems. Korea, Japan, and China have been pioneers both politically and industrially, but in 2020 the EU Commission launched a comprehensive hydrogen strategy with significant investment goals in the expansion of green hydrogen production, storage, distribution, and application development. In industry, there is now an ongoing positioning of technical approaches, with consolidation and cooperation among large players, often in unexpected constellations. Impact Coatings – with our patented coating solutions for fuel cell flow plates – is uniquely relevant for the market opportunity that hydrogen electrification presents. It is becoming increasingly clear that the company’s second strong pillar lies within automotive safety and autonomous vehicles, where Impact Coatings offers cost-effective coating solutions for mission-critical plastic components. The two system orders for radomes, radar-transparent emblems, that we received during 2020 are important steps forward in this new market. This is further strengthened by a system order for the same application from HELLA MINTH in China during February. We also see strong potential in our coating solutions for radar antennas that are placed behind the radome, as well as for plastic antennas that will be manufactured at low cost and in high volumes within the automotive industry and for IoT and 5G. During the fourth quarter, we signed a framework agreement with Swedish antenna innovator Gapwaves for plastic metallization coating services linked to a cooperation that Gapwaves has with the American company Uhnder. The framework agreement does not guarantee order volumes nor does it specify a production start date. Quarantine rules and other COVID-19 restrictions are challenges for a global supplier of advanced technology like Impact Coatings that require solution-oriented and agile planning for the whole organization. I am confident that Impact Coatings, despite the pandemic, has advanced our market position in both hydrogen/fuel cells and automotive safety. During the past year, we expanded our sales organization with a sales director for Southern Europe and we opened the sales office in Korea. During 2021, we will optimize and accelerate our sales activities and increase our local presence in key markets. Beyond our focus on sales and a broader geographic footprint, we are working with machine and process development, not least to meet expected volume demands from our customers. We are also continuing the industrialization of our machine production, targeting higher efficiency, lower input costs, and shorter lead times. The ability to deliver – as we have proven despite the pandemic during the year – is one of our competitive strengths and the result of true teamwork. This applies to our coating systems, aftermarket sales, and Coating Services. I would like to congratulate and thank the entire Impact Coatings team for its professionalism and hard work during the past year.
Torbjörn Sandberg, CEO
The full report is attached, and can be retrieved on the company’s website at www.impactcoatings.com/finansiella-rapporter-arkiv/.
Impact Coatings has received an order for an INLINECOATER™ system from HELLA MINTH Jiaxing Automotive Parts Co., Ltd. (China), a joint venture between HELLA Group (Germany) and MINTH Group (China). The intended application area is radomes (radar emblems) used for automotive safety systems. The order value is EUR 740,000 and delivery is planned for the third quarter of 2021.
HELLA MINTH started operations in 2020, to promote the development, production and marketing of radomes and illuminated logos. The joint venture, funded by both partners in equal shares with a production facility in Jiaxing, shall have an international scope, with an initial focus on the Chinese market, according to a press release from HELLA Group in June 2020.
A license for export outside the EU is required from the Swedish Inspectorate of Strategic Products (ISP) if a product is classified as a dual-use item. As the assessment of Impact Coatings is that the order may require an export license, the company will submit an application to ISP. The system order is therefore valid under the condition that the export license is granted, if required.
Link to FI’s web page regarding sanctions (Swedish only): www.fi.se/sv/publicerat/sanktioner/.
For more information contact:
Torbjörn Sandberg, CEO +46 768 43 43 76
Peter Högfeldt, VP Marketing +46 708 87 44 34
E-mail: investors@impactcoatings.se
The information was delivered, via the contact persons named above, for publication on November 4, 2020, at 8:30 p.m. CET.
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· Net revenue amounted to SEK 9,432 thousand (3,003) · Total income amounted to SEK 8,976 thousand (7,394) · Operating profit amounted to SEK -5,539 thousand (-7,878) · Operating profit after financial items amounted to SEK -5,539 thousand (-7,883) · Cash flow amounted to SEK -15,450 thousand (-6,479) · Liquidity ratio amounted to 301% (86) · Coating system order backlog at period end amounted to EUR 3,025 thousand (2,144)
FINANCIAL RESULTS JANUARY-SEPTEMBER 2020
· Net revenue amounted to SEK 19,471 thousand (28,509) · Total income amounted to SEK 25,277 thousand (31,297) · Operating profit amounted to SEK -17,727 thousand (-22,383) · Operating profit after financial items amounted to SEK -17,730 thousand (-22,397) · Cash flow amounted to SEK -22,600 thousand (-27,577) · Liquidity ratio amounted to 301% (86)
SIGNIFICANT EVENTS THIRD QUARTER 2020
· Per Wassén nominated to the Board of Directors by main shareholders Accendo Capital and Hyundai Motor Company, to be elected at Extraordinary General Meeting of shareholders (EGM)
SIGNIFICANT EVENTS AFTER THE PERIOD
· EGM held on October 7, Per Wassén elected to the Board of Directors
CEO’S COMMENTARY
The period was characterized by intense work to manufacture and deliver coating systems – the result of the strong order inflow during the first half of the year. As we have communicated previously, order flow and sales continue to vary from quarter to quarter. We are working toward a business model and customer base that yield more stability over time. At the close of the third quarter, the order backlog for coating systems was EUR 3,025 thousand.
We have over a long period of time noted a significant potential for applications in the DMR segment (Decorative, Metallization & Reflector coatings) in Spain, Italy and France. To address the demand we see in the region, we have recruited Andrea Grilli to Impact Coatings. Andrea is from October 1 Sales Director – Southern Europe, based in Italy. Andrea has an extensive and relevant industrial background from companies including Hennecke, General Electric, and Applied Materials.
COVID-19 continues to affect our ability to travel. Apart from the effect on our sales pipeline, we see that quarantine rules and other restrictions can affect and potentially delay deliveries of coating systems on order. We are working actively on solutions, including more video conferences, considering using local representatives in certain markets, and incorporating into our planning quarantine time for work internationally.
Impact Coatings’ office in South Korea, part of the joint development agreement with Hyundai, is now planned to open during the fourth quarter. With our personnel on location, the efficiency in our cooperation with Hyundai will increase. The joint development work has earlier during the year been conducted remotely due to COVID-19. Our presence in the region will also generate increased activity with our potential customers in Korea, as well as in China and Japan.
Per Wassén was elected after the period end to the Impact Coatings Board of Directors. Per, who has been both CEO and Chairman of PowerCell Sweden AB, will contribute through his valuable knowledge and contacts in the Fuel Cells business segment, as well as through his extensive experience in developing innovative companies with growth potential.
In connection with the f-cell conference in Stuttgart during September, Impact Coatings participated with our Hyundai NEXO fuel cell vehicle in a 24-hour hydrogen rally – an event that generated positive PR and media attention for Impact Coatings’ fuel cell coating solutions. A bonus was that we together with the team’s sponsors donated EUR 6,000 to World Childhood Foundation. The rally proved that the hydrogen fueling infrastructure has already advanced considerably in several countries on the European continent, and that hydrogen mobility is a reality.
Now in the fourth quarter we are fully focused on completing and delivering coating systems. As we look ahead to the start of 2021, our highest priority is the timely completion and launch of Hyundai’s new fuel cell coating machine and that our staff on location in Korea can accelerate the joint development work in fuel cell coatings. Beyond that, the entire organization will be driving toward increased sales and growth.
Torbjörn Sandberg
Torbjörn Sandberg, CEO Tel: +46 (0)768-43 43 76
Marie Dhayer Teikmans, CFO Tel: +46 (0)70-812 71 96
The information was delivered, via the contact persons named above, for publication on October 23, 2020, at 08:00 a.m. CEST.
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If any of the three largest shareholders decides not to exercise the right to appoint a representative on the nomination committee, the right is passed on to the next largest shareholder.
The nomination committee consists of:
Kai Tavakka, Chairman, appointed by Accendo Capital SICAV RAIF Syafiq Johari, appointed by Hyundai Motor Company Torsten Rosell, own representation Mark Shay, Chairman of the Board, adjunct member
The AGM will be held in Linköping on May 18, 2021. The proposals of the nominating committee will be published in the invitation to the AGM and will be made available on the company website, www.impactcoatings.com.
Shareholders who wish to submit proposals to the nomination committee may do so via e-mail to investors@impactcoatings.se no later than February 1, 2021.
For more information, contact:
Peter Högfeldt, VP Marketing Tel: +46 708 87 44 34
The information was delivered, via the contact person named above, for publication on October 15, 2020, at 08:00 a.m. CEST.
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Andrea Grilli has more than twenty years of professional experience in international strategic sales, aftermarket sales, project management and business development in electronics, metallurgic, oil & gas, glass technology, power energy & renewable and polyurethane industries. His latest assignment was as Business Development & Marketing Manager at Impianti OMS, a part of Hennecke Group.
The information was delivered, via the contact person named above, for publication on October 13, 2020, at 09:30 a.m. CEST.
The extraordinary general meeting decided:
To approve the board of directors’ proposed change to the articles of association regarding the number of board members, which was increased from at most six to at most seven.
To approve the board of directors’ proposed change to the articles of association regarding the record date to adapt the articles of association to a change in the Swedish Companies Act (SFS 2005:551) effective 3 September 2020.
To increase the number of board members from six to seven, as proposed by the board of directors, and to elect Per Wassén as a new board member.
That the new board member shall be entitled to an annual remuneration of SEK 180,000 corresponding to the remuneration received by other members of the board of directors.
Mark H. Shay, CFA Chairman of the Board Tel. +46 765 96 62 38 or e-mail: mark@accendofund.com
The information was delivered, via the contact person named above, for publication on October 7, 2020, at 10:00 a.m. CEST.
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The shareholders in Impact Coatings AB (publ), reg.no 556544-5318 (the “Company”), are hereby invited to attend the Extraordinary General Meeting of Shareholders (“EGM”) on Wednesday 7 October 2020 at 09:00 a.m. at the Company’s Certified Adviser, Redeye AB, Mäster Samuelsgatan 42 in Stockholm. ___________________________
Due to the spread of the coronavirus, the Company has decided to conduct the EGM in its simplest possible form, but with a retained opportunity for the shareholders to exercise their rights.
The EGM will be limited in terms of the following:
___________________________
The shareholders who wish to attend the EGM shall both be registered in the shareholder registry maintained by Euroclear Sweden AB by Tuesday 29 September 2020, and notify attendance to the Company no later than Thursday 1 October 2020 via e-mail to anmalan@impactcoatings.se or by regular mail to Impact Coatings AB (publ), Westmansgatan 29G, 582 16 Linköping.
Notification of attendance shall include name, person- or organization number, shareholdings, address, telephone number, and information of any assistants. If participation is by a proxy, relevant documentation of authorization must be submitted to the Company, on the above stated address, well in advance of the EGM. Such proxy may not be more than one year old unless a longer period of validity (maximum five years) is stated in the proxy. If the shareholder represented by proxy is a legal entity, the representative must present a registration certificate or an equivalent authority document that confirms the signatory’s authority. A proxy form will be available on the Company’s website www.impactcoatings.com no later than three weeks prior to the EGM and will be sent to those shareholders who request it and provide their postal address.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB in order to participate in the EGM. Such re-registration must be completed no later than Thursday 1 October 2020. In order for this to take place, an instruction of such re-registration must be made to the nominee well in advance of this day.
PROPOSED AGENDA
PROPOSALS FOR RESOLUTION
Item 7 – Change of 6 § of the articles of association regarding the number of board members The Board proposes that the current wording of 6 §:
”The Board shall consist of not less than 3 and not exceeding 6 members and not less than 0 and not exceeding 6 deputy board members.”
is changed to:
”The Board shall consist of not less than 3 and not exceeding 7 members and not less than 0 and not exceeding 6 deputy board members.”
Item 8 – Change of 8 § of the articles of association regarding record date To adapt the articles of association to a change in the Swedish Companies Act (SFS 2005:551), effective on 3 September 2020, the Board proposes that the current wording of 8 § second paragraph:
”To be allowed to participate in the general meeting a shareholder shall be registered in the transcript of the entire share register five workdays prior to the meeting, and secondly notify the Company latest on the date specified in the notice of meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor earlier than the fifth day before the meeting.”
“To be allowed to participate in the general meeting a shareholder shall notify the Company latest on the date specified in the notice of meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor earlier than the fifth day before the meeting.”
Resolutions under Items 7 and 8 are valid only if supported by shareholders representing at least two thirds of both the votes cast, and the votes represented at the EGM.
Item 9 – Resolution on the number of board members and election of a new board member The Board proposes that the number of board members shall increase from six to seven members and that Per Wassén, nominated by the shareholders Accendo Capital and Hyundai, together representing 22.4% of the shares and votes in the Company, shall be elected as a new member of the Board.
Per Wassén was born in 1961 and is a Swedish citizen. In addition to previously holding board positions in several privately held companies, he has been Investment Director at Volvo Group Venture Capital, Executive Chairman of PowerCell Sweden AB, and President & CEO of PowerCell Sweden AB. He holds a Master of Science degree in engineering physics from Chalmers University of Technology (Gothenburg, Sweden) and a Bachelor of Science degree in business administration and economics from Gothenburg University. Per Wassén currently has no board or executive management appointments and owns 10,000 shares in the Company. He is considered independent of the Company and its executive management, and independent of the Company’s major shareholders.
Item 10 – Resolution on remuneration to the Board Subject to the EGM’s election of Per Wassén as a new board member under Item 9 above, the Board proposes that Per Wassén receives an annual remuneration of SEK 180,000, which corresponds to the amount the other board members receive.
NUMBER OF SHARES AND VOTES
At the time the convening notice is issued, there are a total of 51,809,051 shares and 51,809,051 votes in the Company.
RIGHT TO INFORMATION
Shareholders present at the EGM have the right to request information regarding the agenda items in accordance with Chapter 7, section 32 of the Swedish Companies Act (2005:551).
AVAILABLE DOCUMENTS
All documents in accordance with the Swedish Companies Act (2005:551) will be kept available on the Company’s website www.impactcoatings.com and at the Company’s office, Westmansgatan 29G in Linköping, no later than three weeks before the EGM. Copies of the above documents are sent to the shareholders who request it and state their postal address.
Linköping, September 2020 Impact Coatings AB (publ) The Board of Directors
For more information contact: Mark H. Shay, CFA Chairman of the Board Telephone: +46 765 96 62 38, or e-mail: mark@accendofund.com
The information was delivered, via the contact person named above, for publication on September 7, 2020, at 2:00 p.m. CEST.
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The Board of Directors will convene an extraordinary general meeting of shareholders (“EGM”) to resolve on the election of Per Wassén to the Impact Coatings Board of Directors, based on the nomination the shareholders Accendo Capital and Hyundai Motor Company have submitted. The EGM will also resolve on a proposal to change the company’s articles of association to allow for one additional board member and on remuneration to the new board member in line with the existing remuneration policy. The notice convening the EGM will be published separately in the coming days.
Mark Shay, Chairman of the Board of Impact Coatings and Senior Partner at Accendo Capital said, “Per Wassén has been at the forefront of the hydrogen fuel cell industry since 2008, as Executive Chairman and then CEO of PowerCell Sweden AB. He has formed strategic alliances with global leaders in the automotive, power generation and maritime industries; commercialized and industrialized what was initially a start-up venture; and built a globally recognized brand. His earlier work over many years as a Volvo Group executive helped to develop companies at the leading edge of automotive technology across multiple application areas. On behalf of our two largest shareholders Accendo Capital and Hyundai, and for the clear benefit of all shareholders, I welcome Per Wassén’s nomination to the Impact Coatings Board of Directors.”
Per Wassén said, “Impact Coatings, with the ambitious vision and long-term commitment of its main shareholders, has assembled a hard-working team that is delivering innovative, high-quality PVD coating solutions for fuel cells and a wide range of decorative, metallization, and reflector applications. I am eager to challenge and help the board and management expand the company’s market presence globally and accelerate the industrialization process started in 2018.”
Per Wassén was born in 1961 and is a Swedish citizen. In addition to previously holding board positions in several privately held companies, he has been Investment Director at Volvo Group Venture Capital, Executive Chairman of PowerCell Sweden AB, and President & CEO of PowerCell Sweden AB. He holds a Master of Science degree in engineering physics from Chalmers University of Technology (Gothenburg, Sweden) and a Bachelor of Science degree in business administration and economics from Gothenburg University. Mr. Wassén currently has no board or executive management appointments and owns 10,000 shares in Impact Coatings. He is considered independent in relation to the company and its executive management, and independent in relation to the company’s major shareholders.
Impact Coatings AB (publ) is required to disclose this information in accordance with the EU market abuse regulation. The information was delivered, via the contact person named above, for publication on September 3, 2020, at 08:30 a.m. CEST.
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