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.

Call to EGM in Impact Coatings AB (publ)

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 October 23, 2019, at 08:00 a.m. CEST.

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Release

CEO’S COMMENTARY

The second quarter of 2019 shows that Impact Coatings is on the right path. As CEO, it is gratifying to see that the past year’s focused strategy and increased operational efficiency are beginning to bear fruit. We see that the FC (fuel cell) segment and D/M/R (decorative, metallization and reflective coatings) are both contributing to system and services revenues.

Net revenue for the second quarter was higher than for the whole year 2018. System sales continue to vary from quarter to quarter but compared to previous years the trend is positive. We also see a continued improvement in coating services revenues, and after-market sales help to stabilize further the business.

Since last summer, we are using our system for fuel cell coatings in our coating services business. Both coating services and development projects for customers show that our technical solutions in the segment are at the forefront. We also see that electrification in transportation is moving quickly, driving the development of both batteries and fuel cells. In April, we delivered our first coating system to a fuel cell customer. The machine was installed in China’s Henan province and the customer, Henan Yuqing Power Co., Ltd., is now integrating our Ceramic MAXPHASE™ coating into the production of bipolar fuel cell plates for the rail industry.

Three of five system orders since mid-2018 have come from existing systems customers, all within the D/M/R segment. One of the existing customers is the Swiss watch manufacturer that in April received its second coating system from Impact Coatings. We continue to nurture existing customer relationships while intensifying and broadening market development within the D/M/R segment, with the clear goal to increase system sales.

As CEO, I am proud to receive customers’ positive feedback about Impact Coatings’ professionalism in connection with the first half-year’s system deliveries. Now during August, an additional coating system is on its way to China, to Beijing Shouhang Resources Saving Co., Ltd., and the installation team is making its final trip preparations.

We have today a strong pipeline of potential customers, confirming our view that we have an attractive offering of coating systems and services, as well as the right customer focus.

The 2019 annual general meeting of shareholders was held in Linköping on May 15. It was for me the first chance to meet many of Impact Coatings’ engaged shareholders. The board of directors and I are thankful for the owners’ trust and look forward to driving the company’s development forward.

Torbjörn Sandberg

FINANCIAL RESULTS

Second quarter 2019

Net revenue for the second quarter 2019 amounted to SEK 22 560 thousand (2 612) and includes revenue recognition from the delivery of two coating systems. Total income amounted to SEK 17 452 thousand (2 648). From 2019 forward, revenue for coating machines is normally recognized upon delivery to the customer.

Operating expenses amounted to SEK -21 636 thousand (-16 175). The increase is driven by raw materials for the coating systems delivered, as well as higher personnel costs and depreciation, which reflect investments that Impact Coatings has made to develop as an industrial company. Financial items amounted to SEK -6 thousand (1). Operating profit after financial items amounted to SEK -4 191 thousand (-13 527).

In 2018, we announced that a coating system had been reclassified from earnings to inventory at a value of SEK 7 956 thousand following invalidated orders from China Hydrogen Energy and Huaqing Power Technology. This value included manufacturing costs (materials and labor), but did not include any gain nor cost for customer-specific modifications for Henan Yuqing Power Co., Ltd.

During the second quarter of 2019, we reported revenue of SEK 12 320 thousand for the delivery to Henan Yuqing Power Co., Ltd. The profit on the project was lower than the expected profit from ordinary sales of coating systems, mainly because the machine’s inventory value of SEK 7 956 thousand included capitalized costs for own account from 2016 and 2017.

January-June 2019

Net revenue for the first half of 2019 amounted to SEK 25 507 thousand (9 055). Total income amounted to SEK 23 903 thousand (9 788).

Operating expenses amounted to SEK -38 408 thousand (-29 417). The increase is driven by raw materials for the coating systems delivered, as well as higher personnel costs and depreciation. Financial items amounted to SEK -9 thousand (-19). Operating profit after financial items amounted to SEK -14 514 thousand (-9 647).

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 25 571 thousand (49 922). Interest-bearing debt at period-end amounted to SEK 0 (0). Equity-to-assets ratio amounted to 130% (284).

Cash flow from operations during January-June amounted to SEK -20 926 thousand (-15 394). 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 -21 098 thousand (-15 464).

Cash flow in the third quarter is expected to be higher than in the second quarter. The final payments from Henan Yuqing Power Co., Ltd and from the Swiss watch manufacturer are scheduled for after period-end and will therefore be reported during the third quarter.

Impact Coatings has received an Irrevocable Letter of Credit corresponding to 40% of the order value from the listed company Beijing Shouhang Resources Saving Co., Ltd., whose release is expected to have a positive effect on cash flow during the third quarter.

The financial status and liquidity position are good, as the company has the liquidity needed to continue operations according to plan.

Order book

The value of the order backlog for coating machines was at the end of the period EUR 2 084 thousand. 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 SECOND QUARTER

Two coating systems were delivered and installed at customer sites during the second quarter. In both cases the orders were communicated in September 2018, with planned deliveries during the first half of 2019.

One INLINECOATER™FC system, dedicated to coating fuel cell plates, was delivered to Henan Yuqing Power Co., Ltd. (China). The customer, who paid 80% of the order value in advance in connection with order placement, will initially use the system for fuel cells for the rail transport industry. The system type was launched in 2018 and Impact Coatings has been using it since last year in the production of fuel cell coatings. The Henan Yuqing deal represents the first system delivery to a customer for fuel cell applications.

A second system delivery was made to a well-known Swiss watch manufacturer, who had ordered an INLINECOATER™D for decorative coatings. The customer with this delivery is integrating a second system from Impact Coatings into its production of watch components, with the first system delivered in 2017.

In April, as every year since 2014, Impact Coatings exhibited at the world’s largest industrial fair, Hannover Messe. The group exhibit H2+FC during the Hannover Messe is the most important annual meeting point for the European fuel cell industry, a good opportunity to position Impact Coatings, and this year to introduce the company’s partly new organization. The company also participated in the hydrogen and fuel cell conference f-cell + HFC in Vancouver, Canada, at the end of May.

The annual general meeting of shareholders (AGM) was held in Linköping on May 15. The AGM re-elected the Board of Directors: Mark Shay, Tanja Vainio, Lars-Gunnar Skötte, Jan-Eric Sundgren, and Christian Sahlén. Mark Shay was elected Chairman of the Board. The Board of Directors and the CEO Torbjörn Sandberg were granted release from liability. The former CEO Henrik Ljungcrantz was not granted release from liability.

EVENTS AFTER PERIOD END

In early August, a coating system was shipped to Beijing Shouhang Resources Saving Co., Ltd. (China). The order was communicated via a press release on February 4, 2019.

AUDIT AND ACCOUNTING POLICIES

This interim report has not been subject to auditor review.

UPCOMING FINANCIAL EVENTS

Interim report for the third quarter 2019       October 25, 2019

Year-end report 2019                                   February 14, 2020

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 information was delivered, via the contact persons named above, for publication on August 16, 2019, at 8:00 a.m. CEST.

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IMPACT COATINGS AB - INTERIM REPORT APRIL-JUNE 2019

Among other items, the annual general meeting decided:

To approve the income statement and balance sheet for 2018 as proposed by the board of directors.

To allocate the annual result according to the board’s proposal, in which the unrestricted capital, including the annual result, of SEK 43 734 806, is carried forward.

That former CEO Henrik Ljungcrantz was not granted release from liability.

That the board of directors and CEO Torbjörn Sandberg were granted release from liability.

That Mark Shay, Jan-Eric Sundgren, Christian Sahlén, Lars-Gunnar Skötte, and Tanja Vainio were re-elected to the board of directors, and Mark Shay was re-elected to be chairman of the board.

That remuneration of SEK 180 000 shall be paid to the board’s ordinary members and remuneration of SEK 300 000 shall be paid to the chairman of the board, with no additional remuneration for committee work.

That Öhrlings PricewaterhouseCoopers AB (”PwC”), with lead auditor Johan Palmgren, is elected company auditor.

That the procedure for constituting the next nomination committee was approved.

That the board of directors is granted a mandate to decide on the issuance of shares and/or options and/or convertible securities.

That the board of directors is granted a mandate to make minor corrections to decisions taken at the annual general meeting as related to registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

For more information, contact:

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
May 15, 2019, at 4:30 p.m. CEST.

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Release

CEO’S COMMENTARY

With the start of 2019, Impact Coatings continues to implement the strategy established during 2018. Our market focus is on decorative, metallization, and reflective coatings (D/M/R), and on the fuel cell (FC) segment. We are intensifying activities in sales and marketing, while we continue to increase efficiency and secure quality in operations, with the stated goal of creating a self-financing and growing industrial company.

During the quarter, Det Norske Veritas performed a certification audit of Impact Coatings’ quality systems, which resulted in certification according to ISO 9001:2015.

At the start of the year, the company received orders for two coating systems. One of the orders was from the publicly listed Chinese company Beijing Shouhang Resources Saving Co. Ltd, which is active in renewable energy solutions. The customer will use the equipment for both development and production of PVD coatings. The second order was from a Scandinavian eyewear manufacturer that ordered an additional coating system for production of decorative coatings. The customer manufactures and sells eyeglasses under its own brand name to primary markets in Europe, North America, the Middle East, and East Asia.

As we described in the previous quarterly report, we will from this report forward present the value of the order backlog at period end, which can then be followed from quarter to quarter. The disclosed order backlog includes coating system orders, including upcoming agreed rental income for systems. After-market sales and coating services are not included in the reported value, however.

The order backlog for coating systems amounted to just above 4 million Euro at the end of the first quarter. Two coating systems, which are included in the order backlog, have been delivered to customers during April. One system was delivered to Henan Yuqing Power Co., Ltd., and one system was delivered to a Swiss watch manufacturer, with both orders disclosed during September 2018.

During the upcoming quarters we will be fully focused on delivering the coating systems on order, and to continue making progress with our sales to both new and existing customers.

I look forward to meeting our shareholders at the annual general meeting on May 15 in Linköping. Welcome!

Torbjörn Sandberg

FINANCIAL RESULTS

First quarter 2019

Total income amounted to SEK 6 452 thousand (7 141). The decrease is partly due to the percentage completion revenue recognition method used in Q1 2018. From 2019 forward, revenue for coating machines is normally recognized upon delivery to the customer. Net revenue for the first quarter 2019 amounted to SEK 2 947 thousand (6 443).

Operating expenses amounted to SEK -16 772 thousand (-13 242). The increase is partly due to personnel costs and depreciation, which reflect investments that Impact Coatings has made to develop as an industrial company. Financial items amounted to SEK -3 thousand (-19). Operating profit after financial items amounted to SEK -10 323 thousand (-6 121).

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 amount to SEK 37 984 thousand (61 620). Interest-bearing debt at period end amounted to SEK 0 thousand (0). Equity-to-assets ratio amounted to 59 % (77).

Cash flow from operations during Q1 2019 amounted to SEK -8 685 thousand (-3 767). Cash flow from investments amounted to SEK 0 thousand (0). Cash flow from financing activities amounted to SEK 0 thousand (-70). Total cash flow for the period was SEK –8 685 thousand (-3 767).

The financial status and liquidity position are good.

Order book

The value of the order backlog for coating machines was at the end of the period EUR 4 059 thousand. Two of the machines included in the order backlog were delivered after the period end.

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

As we communicated in the year-end report for 2018, we will disclose the period end order backlog, starting with this 2019 first quarter report, which investors and other stakeholders can then follow from quarter to quarter.

EVENTS DURING THE FIRST QUARTER

On February 4, the company disclosed an order from Beijing Shouhang Resources Saving Co., Ltd. (China). The customer, which is listed on the Shanghai stock exchange, ordered a coating system that will be used for the development and production of PVD coatings. The order value is approximately SEK 11.2 million. Impact Coatings has received pre-payment and an Irrevocable Letter of Credit that together amount to 90% of the order value. Payment of the remaining 10% will be received after machine installation and final customer approval. Delivery is planned for the third quarter of 2019.

An additional order for a coating system was disclosed on February 19. A Scandinavian eyewear manufacturer has ordered a customer-adapted INLINECOATER™D that will be used for decorative coatings. The order value is approximately SEK 10.8 million and delivery is planned for the fourth quarter 2019.

On March 19, Marie Dhayer Teikmans started as permanent CFO for the company. Marie has extensive experience in financial management and industrial production from Sweden, Italy, and France. Her most recent role was as CFO of Twister Group, an international, fast-growing company owned by Polaris Private Equity. Previously, Marie was Head of Business Controlling at Alstom Power/GE Power Services in Sweden, CFO of Whirlpool Sweden, and has a total of ten years’ experience in financial leadership and control positions with Whirlpool Corporation. Marie replaced Rosina Gartz who was interim CFO during the recruiting period.

Focused quality efforts over a long period of time have resulted in Impact Coatings now being certified under ISO 9001:2015. The certification audit and certification of the company’s quality systems were completed during the first quarter by Det Norske Veritas.

EVENTS AFTER PERIOD END

Two coating systems were delivered to customers during April, for orders both made during the third quarter 2018. One INLINECOATER™FC for coating fuel cell plates was delivered to Henan Yuqing Power Co., Ltd. (China). The other machine, an INLINECOATER™D for decorative coatings, was delivered to a well-known Swiss watch manufacturer.

AUDIT AND ACCOUNTING POLICIES

This interim report has not been subject to auditor review.

UPCOMING FINANCIAL EVENTS

Annual general meeting 2019                        May 15, 2019

Interim report for the second quarter 2019    August 16, 2019

Interim report for the third quarter 2019         October 25, 2019

Year-end report 2019                                     February 14, 2020

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

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 April 25, 2019, at 8:00 a.m. CEST.

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IMPACT COATINGS AB - INTERIM REPORT JANUARY-MARCH 2019

Impact Coatings’ annual report for 2018 is available for download from the company’s homepage (in Swedish).

For more information contact: 

Torbjörn Sandberg, CEO
+46 768 43 43 76 

Marie Dhayer Teikmans, CFO
Tel: +46 70 812 71 96

E-mail: investors@impactcoatings.se

The information was delivered, via the contact persons named above, for publication on April 24, 2019, at 10:00 a.m. CEST.

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Release

Impact Coatings AB Årsredovisning för 2018 (Annual report in Swedish)

In a press release on April 15, 2019, the company reported that the publication of the annual report would be delayed from the planned date of April 15, until April 29, 2019. The change was made for practical reasons.

After the company was made aware that the new date for publication of the annual report was less than three weeks before the annual general meeting of shareholders on May 15, 2019, the company decided to move forward the publication until April 24, 2019, i.e., three weeks before the annual general meeting.

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 April 23, 2019, at 2:30 p.m. CEST.

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Release

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 April 16, 2019, at 6:00 p.m. CEST.

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Release

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 April 15, 2019, at 8:00 a.m. CEST.

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Release

The customer is a global supplier of eyeglasses under its own brand, with annual sales exceeding EUR 75 million. The company’s major markets are Northern Europe, North America, the Middle East, and East Asia.

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 market abuse regulations. The information was delivered, via the contact persons named above, for publication on February 19, 2019, at 09:25 a.m. CET.

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Release