FINANCIAL RESULTS FULL YEAR 2019

· Net revenue amounted to SEK 49 084 thousand (20 194)
· Total income amounted to SEK 39 366 thousand (30 609)
· Operating profit amounted to SEK -26 368 thousand (-37 568)
· Operating profit after financial items amounted to SEK -26 387 thousand (-37 593)
· Cash flow amounted to SEK 32 116 thousand (-18 717)
· Equity-to-assets ratio amounted to 666% (159)
· Order backlog at period end amounted to EUR 289 thousand
· No dividend is proposed

FINANCIAL RESULTS FOURTH QUARTER 2019

· Net revenue amounted to SEK 20 574 thousand (7 570)
· Total income amounted to SEK 8 069 thousand (14 140)
· Operating profit amounted to SEK -3 986 thousand (-9 183)
· Operating profit after financial items amounted to SEK -3 990 thousand (-9 187)
· Cash flow amounted to SEK 59 693 thousand (-10 290)

SIGNIFICANT EVENTS FOURTH QUARTER 2019

· Joint Development Agreement (JDA) signed with Hyundai Motor Company
· Resolution by the Board of Directors on directed new share issue to Hyundai Motor Company and Accendo Capital, and nomination of board member by Hyundai
· Extraordinary General Meeting approves the directed share issue, and appoints Sukhwan Yun as new board member
· 9,257,143 newly issued shares are registered with the Swedish Companies Registration Office
· Memorandum of Understanding (MoU) signed with Hyundai during the Swedish Prime Minister’s visit to South Korea in December

SIGNIFICANT EVENTS AFTER THE PERIOD

· Order for coating system from Zanini Auto Group

CEO’S COMMENTARY

The company entered 2019 with the strategy to establish a position among leading companies in the fuel cell (FC) segment and to re-focus our efforts on the decorative, metallization and reflector (DMR) segments. We have executed well on this strategy and enter 2020 well-positioned for further success.

As the year progressed, partnering with Hyundai became our primary objective, requiring extraordinary efforts from the organization that were ultimately successful. One of the world’s largest auto manufacturers investing in and partnering with Impact Coatings is a testament to our expertise and professionalism in the field of fuel cell coatings, but it also has relevance for other automotive industry applications. The relationship gives us immediate access to industrial competence and credibility vis á vis other automotive customers.

Interest among most potential customers in the DMR segments remains, despite system orders not reaching our expectations in 2019, which will have a negative effect on revenue during the first half of 2020. Our focus on DMR has resulted in a strategic order at the beginning of the new year: Zanini Auto Group ordered a coating system for radar-transparent automotive emblems, also called radomes. Radomes are one of several plastic components in new safety functions for vehicles, “Internet of Things” (IoT) and 5G that require cost-effective coating solutions. We are following these developments carefully and are working with customers in their development of effective production solutions.

The company has developed well financially, even if there is much left to do. Sales for the full year 2019 reached almost SEK 50 million, the highest in the company’s history, while the operating profit is still negative – an indication that we have work yet to be done with sales and additional efficiency in production before we reach profitability. We have during the latter part of 2019 reduced our running costs and have clearly tightened working capital management. The whole team has a more financial mindset now in every work task.

We built and shipped four coating systems during 2019, of which one system was installed at the customer site during the first days of the new year. Among the four delivered systems are the first delivery in the fuel cell segment. The Coating Services business grew and achieved good margins. With respect to both Coating Services and system sales, structuring and industrialization of the operations have created capacity for increased future production. The company was awarded ISO 9001 certification during the year and is working continuously with quality, efficiency, and reducing lead times.

Beyond the capital inflow of ca SEK 65 million, the directed share issue carried through in the fourth quarter gives Impact Coatings two stable owners: a global industrial owner in Hyundai Motor Company with just over 10% of shares and an active financial owner in Accendo Capital with 12%. The attention connected with the transaction has also contributed to the addition of approximately 1000 new shareholders. I would like to offer you all a warm welcome to Impact Coatings.

Finally, if 2018 was characterized by restructuring, cleaning up the business and a changed strategy, then our progress in 2019 is illustrated by implementing the strategy, strengthened commercial processes, and strict financial management and internal controls. Impact Coatings enters 2020 well-prepared for growth and for the next phase in our industrialization process together with our partner Hyundai.

Torbjörn Sandberg 
 

The full year-end report is attached, and can be retrieved on the company’s website at www.impactcoatings.com/finansiella-rapporter-arkiv/.
 

For more information contact:

Torbjörn Sandberg, CEO
Tel: +46 (0)768-43 43 76

Marie Dhayer Teikmans, CFO
Tel: +46 (0)70-812 71 96

E-mail: investors@impactcoatings.se

The information was delivered, via the contact persons named above, for publication on February 14, 2020, at 08:00 a.m. CET.

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Impact Coatings has received an order for an INLINECOATER™ system for coating radomes (radar emblems) used for automotive safety systems. The customer is a Southern European component supplier to the automotive industry. The order value is EUR 710,000 and delivery is planned for the third quarter of 2020.

 The term “radome” refers to radar-transparent antenna covers. Today’s new cars use radar in safety systems that support the driver (advanced driver-assistance systems ‒ ADAS). An automotive radar is often placed behind the front brand emblem, in bumpers, or integrated into side view mirrors or other plastic parts. A radome in the form of a radar-transparent emblem allows signal to pass through the emblem with low attenuation.

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

Impact Coatings AB (publ) is required to disclose this information in accordance with EU mar-ket abuse regulations. The information was delivered, via the contact persons named above, for publication on January 17, 2020, at 4:00 p.m. CET.

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The equity issue approved on November 22 by shareholders in Impact Coatings AB (publ) has during December 2019 increased the number of outstanding shares and votes.

The new shares subscribed by Hyundai Motor Company and Accendo Capital SICAV SIF are now registered with the Swedish Companies Registration Office. As a result, the number of outstanding shares and votes in Impact Coatings AB has increased by 9,257,143.

As of December 30, 2019, the total number of shares in Impact Coatings AB amounts to 51,809,051 with an equal number of votes.

During December, 800,000 warrants held by Accendo Capital SICAV SIF expired.

Publication of information regarding changes in number of outstanding shares and votes is voluntary for issuers listed on the Nasdaq First North Growth Market.
 

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 December 30, 2019, at 5:30 p.m. CET.

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Impact Coatings AB of Sweden and Hyundai Motor Company signed a Memorandum of Understanding (MoU) today in Seoul during the Swedish Prime Minister’s visit, furthering their cooperation in the development of fuel cell coatings and hydrogen energy technology.

South Korea, Japan, Germany and other industrial nations are investing heavily in hydrogen technology, a complement to batteries, and in many ways a more comprehensive solution for electrification globally. Hydrogen energy is adopted for transportation, industry, stationary heat end power, and for many other areas. Both Sweden and South Korea have technology companies that are in the forefront of this technology development.

The MoU, which is non-binding and has no defined economic value, follows a Joint Development Agreement between Impact Coatings and Hyundai announced on October 30, 2019. The MoU strengthens the relationship between the two companies and holds important symbolic value in light of the strong diplomatic and economic relations between South Korea and Sweden, which celebrate 60 years of progress during 2019.

The signing ceremony took place during the visit to Seoul by the Swedish Prime Minister Stefan Löfven and the Minister for Foreign Trade Anna Hallberg, together with a large delegation of Swedish business leaders. Hyundai was represented by President Young Woon Kong of Hyundai Motor Group Strategy Planning Division, and Vice President Soon Chan Park of Hyundai Motor Fuel Cell Business Group. Attendees from Impact Coatings were Chairman of the Board Mark Shay and VP of Sales Will Wright.

“The partnership between Hyundai and Impact Coatings comes at an important time for hydrogen energy, with governments around the world announcing hydrogen roadmaps and market players competing to take the lead,” said Vice President Soon Chan Park of Hyundai Motor Fuel Cell Business Group. “I believe that the collaboration between our two companies will help vitalize technological exchange between Korea and Sweden.”

“Mirroring the strong ties between Sweden and South Korea over the past sixty years, Impact Coatings and Hyundai are jointly embarking on a journey to develop fuel cell coating and hydrogen energy technology. We are together focused on innovation and the migration to clean energy, not just in our two home countries but around the world,” said Mark Shay, Chairman of Impact Coatings.

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 December 18, 2019, at 11:00 a.m. CET.

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As resolved by the AGM, the nomination committee of Impact Coatings shall comprise three members representing the company’s largest shareholders in terms of votes, together with the Chairman of the Board as an adjunct member.

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 SIF
  Syafiq Johari, appointed by Hyundai Motor Company
  Torsten Rosell, own representation
  Mark Shay, Chairman of the Board

The AGM will be held in Linköping on May 14, 2020. The proposals of the nominating committee will be published in the invitation to the AGM and will be made available on the company web site, 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, 2020.
 

For more information, contact:

Peter Högfeldt, VP Marketing
Tel: +46 708 87 44 34

E-mail: investors@impactcoatings.se
 

The information was delivered, via the contact person named above, for publication on November 22, 2019, at 11:30 a.m. CET.

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The extraordinary general meeting of shareholders of Impact Coatings AB (publ), which is listed on Nasdaq First North Growth Market, was held today. There were 22 participants representing 11.1% of the total outstanding votes.

The extraordinary general meeting decided:

To approve the directed new share issue to Hyundai Motor Company and Accendo Capital SICAV SIF, as resolved by the board of directors.

To increase the number of board members from five to six, as proposed by the board of directors, and to elect Dr. Sukhwan Yun 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.

For more information, contact:

Mark H. Shay, CFA
Chairman of the Board
Tel. +46 765 96 62 38 or e-mail: mark@accendofund.com

Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact person named above, for publication on November 22, 2019, at 11:00 a.m. CET.

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The announcement of the nominating committee shall, according to the decision of the 2019 annual general meeting of shareholders (AGM), occur at least six months prior to the next AGM. Due to expected changes in the company’s ownership, the announcement of the nominating committee for the 2020 AGM will be postponed until after the extraordinary general meeting of shareholders (EGM) to be held November 22.

For more information contact:

Torbjörn Sandberg, CEO
Tel: +46 768 43 43 76

Peter Högfeldt, VP Marketing
Tel: +46 70 887 44 34

E-mail: investors@impactcoatings.se

The information was delivered, via the contact persons named above, for publication on
November 7, 2019, at 10:00 a.m. CET.

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FINANCIAL RESULTS THIRD QUARTER 2019

· Net revenue amounted to SEK 3 003 thousand (3 569)
· Total income amounted to SEK 7 394 thousand (6 681)
· Operating profit amounted to SEK -7 878 thousand (-8 757)
· Operating profit after financial items amounted to SEK -7 883 thousand (-8 759)
· Cash flow amounted to SEK -6 479 thousand (7 037)
· Order backlog at period end amounted to EUR 2 144 thousand

FINANCIAL RESULTS JANUARY-SEPTEMBER 2019

· Net revenue amounted to SEK 28 509 thousand (12 624)
· Total income amounted to SEK 31 297 thousand (16 469)
· Operating profit amounted to SEK -22 383 thousand (-28 385)
· Operating profit after financial items amounted to SEK -22 397 thousand (-28 406)
· Cash flow amounted to SEK -27 577 thousand (-8 427)
· Equity-to-assets ratio amounted to 86% (168)

SIGNIFICANT EVENTS THIRD QUARTER 2019

· No significant events occurred during the period

SIGNIFICANT EVENTS AFTER THE PERIOD

· Notice convening an extraordinary general meeting of shareholders on 22 November 2019 in Stockholm
· Entered into Joint Development Agreement with Hyundai Motor Company
· Resolution by the board of directors on directed new share issue to Hyundai Motor Company and Accendo Capital, and nomination of board member by Hyundai, both subject to approval by an EGM

CEO’S COMMENTARY

On October 30, Impact Coatings and Hyundai Motor Company (“Hyundai”) announced that the companies have entered into a Joint Development Agreement (“JDA”) for the development of coating technology for fuel cells. It was also announced that the board of directors of Impact Coatings has resolved on a directed equity issue to Hyundai and Accendo Capital at a price premium. Hyundai has in addition nominated Sukhwan Yun to the Impact Coatings board of directors. The equity issue and board election are subject to approval by an extraordinary general meeting of shareholders to be convened 22 November 2019 in Stockholm.

Hyundai is one of the world’s leading auto manufacturers and at the forefront of fuel cell vehicle development. The JDA is evidence that Impact Coatings has world-leading coating solutions for fuel cells. Vehicle electrification using hydrogen and fuel cells is happening much faster in the rest of the world than what we are aware of in Sweden, and our coating solutions are needed now for development and small series production. The JDA increases the likelihood of our selling coating systems to Hyundai in the future but provides no such guarantee. The two parties have for a fixed period of time exclusivity on the technology developed jointly within the framework of the agreement.

The equity issue to Hyundai gives the company an industrial owner that provides credibility, industrial know-how, and distribution channels that reach the rapidly growing global markets for fuel cells and automotive technology. Hyundai’s ownership stake after the directed issue amounts to 10.4% and Accendo Capital’s stake amounts to 12.0%. The board of directors views Accendo Capital’s continued active engagement and capital investment in Impact Coatings as necessary for the company’s future success and its cooperation with industrial shareholder Hyundai.

Third quarter net sales amounted to SEK 3 003 thousand, which includes revenues from coating services, after-market sales, and rental income from a coating machine. The coating machine for Shouhang was shipped during August. Installation and revenue recognition are anticipated during Q4 when the customer’s premises are expected to be completed.

No new machine orders were received during the period and the order flow for coating systems has not developed as we predicted. The market dynamics vary among different application areas. We see, for example, a strong interest from the auto industry for several different applications, but at the same time experience that decision processes take time due to multiple decision levels in the value chain as well as the approval process of complex new technologies. In other areas, one anticipated order has been delayed due to the customer’s uncertainty about the German economic cycle.

Even if orders take time, we see a continued strong interest in our offerings in line with the company’s stated strategy. We have a pipeline of potential system sales, mostly to European companies in the D/M/R segment (decorative, metallization and reflectors). Market development is being intensified in these segments.

Within fuel cells (FC) we have a strong belief in our offering, and that our coatings and production solutions best meet the requirements for efficient fuel cells with a long life span. The cooperation with Hyundai confirms this view. Current needs within the automotive sector are largely in development and small series production, which the company’s existing products and services fulfil well.

The coating services business has continued its positive development during the year. Coating of fuel cells comprises a significant part of the business and we continue to view coating services in the fuel cells market as a future growth segment. We also see increased revenues during the year from coating services in decorative coatings and electrical contacts.

Since my start as CEO last year, we have held new discussions with Tokyo-based Optorun about the distribution and supply agreement the companies initiated in 2017. We have together decided to end the formal cooperation since it has not, as previously described, yielded the desired results for either party. The companies continue to have a good relationship and it is possible we will work together on specific cases in the future. Until further notice, our own personnel will handle sales in the region. We also strengthen our presence in the region through our cooperation with Hyundai, which will involve establishing an office in South Korea.

Hyundai’s entrance as an industrial owner and development partner heralds the start of a new phase for Impact Coatings, provided the extraordinary general meeting of shareholders approves the board’s decision on November 22. I look forward to the cooperation and the greater strength it will give the company in everything we do in the future. 
 

Torbjörn Sandberg 

FINANCIAL RESULTS 

Third quarter 2019

Net revenue for the third quarter 2019 amounted to SEK 3 003 thousand (3 569) which includes revenue from Coating services, after sales and lease revenue. 

The delivery of the coating system to Beijing Shouhang Resources Saving Co., Ltd. is not included. The installation of the system in China has been somewhat delayed compared to the original schedule but is planned to be finalized during the fourth quarter 2019. Impact Coatings has received payments amounting to 90% of the order value of about SEK 11.2 million. The shipped system had mutually agreed modifications compared to the original configuration, and the final payment is therefore to be negotiated in conjunction with final acceptance (up to 10% of the order value).

Total income amounted to SEK 7 394 thousand (6 681). 

Operating expenses amounted to SEK -15 271 thousand (-15 437). During the third quarter, we implemented a cost reduction program in line with our efficiency improvement work. The main effects come from restrictive new hiring and reduced IT and sales consulting costs, with have full effect from October. We have been able to reduce the entire cost base for running costs (i.e., personnel costs and other external costs) by 10% without incurring any one-off costs.

Financial items amounted to SEK -5 thousand (-2). Operating profit after financial items amounted to SEK -7 616 thousand (-8 759). 

January-September 2019

Net revenue for the period January-September 2019 amounted to SEK 28 509 thousand and increased compared to the previous year (12 624). Total income amounted to SEK 31 297 thousand (16 469).

Operating expenses amounted to SEK -53 680 thousand (-44 854). The increase is driven by raw materials for the three coating systems delivered, as well as higher personnel costs and depreciation. Financial items amounted to SEK -14 thousand (-21). Operating profit after financial items amounted to SEK -22 397 thousand (-28 406). 

A provision for deferred tax assets has, in line with previous financial reporting, not been recognized.

Financial position and liquidity

Cash and liquid assets at period-end amounted to SEK 19 092 thousand (56 959). Interest-bearing debt at period-end amounted to SEK 0 (0). Equity-to-assets ratio amounted to 86% (168).

Cash flow from operations during January-September amounted to SEK -27 405 thousand (-8 357). Cash flow from investments amounted to SEK -172 thousand (0). Cash flow from financing activities amounted to SEK 0 thousand (-70). Total cash flow for the period was SEK -27 577 thousand (-8 427).

Impact Coatings has received payment against an Irrevocable Letter of Credit corresponding to 40% of the order value from Beijing Shouhang Resources Saving Co., Ltd., whose release had a positive effect on cash flow during the third quarter. The final payments from Henan Yuqing Power Co., Ltd. and from the Swiss watch manufacturer are also recognized during the third quarter.

Following the directed share issue to Hyundai and Accendo Capital, the company will have the liquidity needed to continue operations at least for the next 12 months, under the condition that the share issue is approved at the EGM.

Order book coating systems

The value of the order backlog for coating machines was at the end of the period EUR 2 144 thousand, which still includes the whole amount for the order to Beijing Shouhang Resources Saving Co., Ltd.

The order backlog for coating machines excludes recurring activities from after-market sales and coating services, but includes agreed rental income for coating machines.

EVENTS DURING THE THIRD QUARTER

A coating system was shipped in early August to Beijing Shouhang Resources Saving Co., Ltd., a listed Chinese company active in renewable energy technology. The deal was announced in February 2019 and concerns an INLINECOATER system for the development and production of PVD coatings. Planned installation in China is pending the completion of the customer’s premises and is scheduled to take place during the fourth quarter.

The operation has generally focused on producing and delivering existing system orders, continuous production of coating services, maintenance of customer machines, and aftermarket sales. Sales work for upcoming business has continued with high intensity, and a limited group has at the end of the period been involved in the discussions with Hyundai, which has been completed after the end of the period.

EVENTS AFTER PERIOD END

On October 30, it was announced that the company has entered into a Joint Development Agreement with Hyundai Motor Company regarding cooperation in the development of coating technology for metal bipolar plates, a key component of hydrogen fuel cell electric vehicles.

On October 30, it was further announced that the board of directors has resolved on a directed new share issue of 5,400,000 shares to Hyundai Motor Company and 3,857,143 new shares to Accendo Capital. Hyundai has nominated Sukhwan Yun to the board of Impact Coating. The issue and board member election require the approval of an extraordinary general meeting of shareholders, which will be held on November 22, 2019 in Stockholm.

AUDIT AND ACCOUNTING POLICIES

This interim report has not been subject to auditor review.

UPCOMING FINANCIAL EVENTS

Year-end report 2019                                      14 February 2020

Interim report for the first quarter 2020           24 April 2020

Annual general meeting 2020                         14 May 2020

Visit also Redeye Technology Day 2019 in Stockholm on November 20, where Impact Coatings will present the company (also broadcast as a webcast).

For more information contact:

Torbjörn Sandberg, CEO
Tel: +46 (0)768-43 43 76

Marie Dhayer Teikmans, CFO
Tel: +46 (0)70-812 71 96

E-mail: investors@impactcoatings.se

This interim report can be retrieved at www.impactcoatings.com/finansiella-rapporter-arkiv/ on the company’s website.

Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on November 1, 2019, at 8:00 a.m. CET.

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Impact Coatings AB (Sweden) and Hyundai Motor Company (South Korea) have entered into a joint development agreement regarding cooperation in the development of coating technology for metal bipolar plates, a key component of hydrogen fuel cell electric vehicles.

Impact Coatings is a leading supplier of PVD-based coating solutions for fuel cells, offering coating materials, machines, and services. Global automotive producers and suppliers, as well as other companies active in the hydrogen energy evolution, rely upon Impact Coatings for innovation and expertise related to high-performance coatings of fuel cell plates.

Hyundai is one of the world’s largest automotive manufacturers and is at the forefront of hydrogen fuel cell electric vehicle development. The group includes Kia Motors Corporation, Hyundai Mobis, and Hyundai Steel. Its commercial activities in the hydrogen fuel cell segment include the Hyundai NEXO SUV and, among other projects, the joint venture Hyundai Hydrogen Mobility in collaboration with H2 Energy (Switzerland), which encompasses a roll-out of 1,600 fuel-cell powered heavy duty trucks from 2019 to 2025.

The joint development agreement states that the companies will:

“… jointly research and develop novel materials, processes and equipment for coatings for applying it into bipolar plates for a variety of applications including fuel cells and/or hydrogen production.”

The agreement specifies, among other parameters, customary commercial terms and conditions pertaining to scope of work, exclusivity, treatment of intellectual property rights, and sales support. With regard to exclusivity, jointly developed technology within the JDA framework will be treated as exclusive to the two parties for a set period of time. As part of the agreement, Impact Coatings will undertake to establish a physical presence in South Korea to help expedite the joint development initiative.

“This joint development agreement brings together the world class PVD coating expertise of Impact Coatings with Hyundai’s automotive and fuel cell industry leadership. Together with Hyundai, we look forward to developing our next generation PVD coating solutions and to establishing a presence in the important and strategically located South Korean market,” said Torbjörn Sandberg, CEO of Impact Coatings.
 

For more information contact:

Torbjörn Sandberg, CEO
+46 768 43 43 76, or e-mail
torbjorn.sandberg@impactcoatings.se

Will Wright, VP Sales Asia-Pacific
+46 706 98 25 75, or e-mail will.wright@impactcoatings.se

Jin Cha, Global PR Team / Hyundai Motor
+82 2 3464 2128, or e-mail sjcar@hyundai.com

Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on October 30, 2019, at 00:29 a.m. CET.

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Shareholders in Impact Coatings AB (publ) (the “Company”), reg.no 556544-5318, are hereby invited to attend the Extraordinary General Meeting of Shareholders on Friday, 22 November 2019 at 09:00 a.m. (the “EGM”) at the Company’s Certified Adviser, Redeye AB, located at Mäster Samuelsgatan 42 in Stockholm.

Right to attend

Shareholders who wish to attend the EGM shall both be registered in the shareholder registry maintained by Euroclear Sweden AB by Saturday, 16 November 2019 (please note that since the record date is on a Saturday, shareholders must be registered in the share register on Friday, 15 November 2019, at the latest), and notify attendance to the company latest Monday, 18 November 2019 via e-mail to anmalan@impactcoatings.se or post 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 in the case of representatives. If participation is by proxy, relevant credentials must be submitted before the EGM. Credentials may not be more than one year old unless a longer period of validity (maximum five years) is stated in the credential documentation. If the shareholder represented by proxy is a legal entity, the representative must present proof of registration or other documentation that confirms the signatory’s authority. A proxy form will be available from 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 mailing address.

Shareholders that have chosen to register shares with a custodian must, in order to participate in the EGM, temporarily re-register their shares under their own name with Euroclear Sweden AB. Since the record date is on Saturday 16 November 2019, such registration must be effected by Friday 15 November 2019, at the latest. In order for this to occur, a request for such re-registration must reach the custodian well in advance of the date above.

Proposed agenda

  1. Opening of the meeting.
  2. Election of the meeting chairman.
  3. Presentation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons to verify the minutes.
  6. Determination of whether the meeting has been duly convened.
  7. Approval of the board of directors’ resolution on a directed share issue.
  8. Resolution on number of board members and election of new board member.
  9. Resolution on remuneration to the board.
  10. Closing of the meeting.

Proposals for resolution

Item 7 – Approval of the board of directors’ resolution on a directed share issue

The board of directors proposes that the EGM approves the board of directors’ resolution of October 29, 2019 to issue a maximum of 9 257 143 new shares, entailing an increase in the share capital of not more than SEK 1 157 142,875 with deviation from the shareholders’ preferential rights under the following terms and conditions.

  1. The right to subscribe for the new shares shall vest with Accendo Capital SICAV SIF (“Accendo Capital”) and Hyundai Motor Company (“Hyundai”). Accendo Capital shall have the right to subscribe not more than 3 857 143 shares and Hyundai shall have the right to subscribe not more than 5 400 000 shares.
  1. The reasons for the deviation from shareholders’ preferential subscription rights are to carry out the capital increase in a timely and cost-efficient manner and diversify the shareholder base with an industrial owner that is one of the world’s leading automotive companies. Further, existing shareholders are compensated for potential ownership dilution through the pricing of the directed share issue at a premium to the volume-weighted average share price. Therefore, the board of directors considers the directed share issue to be of benefit to the Company and its shareholders.
  1. A subscription price of SEK 7.00 shall be paid for each subscribed share. The price corresponds to a 30 per cent premium to the Company’s volume-weighted average share price during the period October 7-11, 2019.
  1. Subscription for the newly issued shares shall be made on a separate subscription list no later than on October 29, 2019. Payment for the shares subscribed shall be made through cash payment within 5 days from the date of the EGM’s approval of the directed share issue decision to a bank account designated by the Company.
  1. The board of directors shall be entitled to extend the subscription period and the time for payment under section 4.
  1. The new shares shall entail the right to a dividend for the first time on the record day for dividend that is closest after the time that the directed share issue has been registered with the Swedish Companies Registration Office and the shares are entered in the share register with Euroclear Sweden AB.

The CEO or any person appointed by the board of directors shall be authorised to make minor adjustments to the resolution above should it be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

A resolution in accordance with item 7 requires that shareholders representing no less than two-thirds of the votes cast as well as the shares represented at the EGM approve the resolution.

Item 8 – Resolution of number of board members and election of new board member

The board of directors proposes that the board shall be increased from five members to six members and that Sukhwan Yun, nominated by Hyundai, is elected as a new member of the board of directors.

Sukhwan Yun is a Senior Manager in the Corporate Venture Capital (CVC) Team of Hyundai Motor Company. Previously, he was a Senior Research Engineer at Hyundai’s Fuel Cell Research Lab and was in charge of developing fuel cell electric vehicles (Tucson ix35 and NEXO). Dr. Yun earned B.Sc. and Ph.D. degrees in Chemical Engineering from the Illinois Institute of Technology in Chicago. His doctoral research focused on polymer electrolyte membranes for energy conversion in fuel cell and battery applications. As Senior Manager of CVC, Dr. Yun is responsible for sourcing and executing high-potential investments in the automotive and ancillary industries on behalf of Hyundai and its subsidiary companies. Dr. Yun currently has no corporate board assignments and owns no shares in Impact Coatings.

Item 9 – Resolution on remuneration to the board

Conditional on the EGM electing Sukhwan Yun as a new member of the board of directors in accordance with item 8 above, the board of directors proposes that Sukhwan Yun shall receive an annual remuneration of SEK 180 000 corresponding to the remuneration received by other members of the board of directors.

Available documents

The complete proposals, as well as other documents in accordance with the Swedish Companies Act, will be available on the company’s website www.impactcoatings.com and on the Company’s office at Westmansgatan 29G in Linköping, no later than two weeks prior to the EGM. Copies will be sent to shareholders who so request and provide their mailing address.

______________

Linköping, October 2019
Impact Coatings AB (publ)
The board of directors
 

For more information contact: 

Mark H. Shay, CFA
Chairman
Phone: +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 30, 2019, at 00:29 a.m. CET.