Impact Coatings has today delivered a second INLINECOATER™ IC2000 to SEKSUN, an order that was received and announced in a press release on May 14, 2024. This marks an important milestone in Impact Coatings’ strategy to shorten delivery times through standardized system production and manufacturing against forecasts. In addition, the company has strengthened its position in the Chinese market through several new agreements and partnerships in 2024.
“Impact Coatings strives to be a long-term strategic partner to customers within PVD coating, from early test stage to volume production. Our strategy to achieve profitability builds on standardizing and streamlining production of coating systems, driving sales and high value as a one-stop supplier for customers independent of their development stage. That we have delivered a system based on our new manufacturing approach with a significantly reduced delivery time confirms that we are making significant progress,” said Jonas Nilsson, CEO of Impact Coatings. Impact Coatings launched the PVD system INLINECOATER™ IC2000 in autumn 2022 with the aim of handling the coating of electrolysis plates and high-volume coating of fuel cell plates, both critical system components for the growing global hydrogen industry. During 2024, Impact Coatings have begun producing the coating system in line with market forecasts as a means of shortening delivery lead time. The goal is to be able to receive and deliver an order within the same quarter. Since the launch of the INLINECOATER™ IC2000, Impact Coatings has continuously developed the offering. Being able to offer customers a combination of IC2000 systems and coatings, such as Premium FC and Ceramic MAXPHASE, has been a success factor in customer development, not least in the rapidly developing Chinese fuel cell market. At the end of December 2023, the first INLINECOATER™ IC2000 was delivered to SEKSUN, a manufacturer of precision metal parts for the automotive industry. The order was received and announced via press release on June 7, 2023. In May of this year, it was also announced that Impact Coatings had received an order for an additional IC2000 from the same customer, which has shipped today. In addition to the systems for SEKSUN, Impact Coatings has signed agreements with several new players in China during 2024. In April, an agreement was announced regarding volume production within Coating Services to a Chinese fuel cell manufacturer, a production that has started at the company’s Coating Service Center in Shanghai. A Letter of Intent has recently also been signed with Boyuan, another Chinese manufacturer of fuel cell plates and which received a first coating system from Impact Coatings in 2022. In the Letter of Intent, Boyuan has named Impact Coatings as a strategic supplier of PVD equipment for fuel cell plates to their production facilities, as announced in a press release earlier in June this year Impact Coatings is currently in a period of intensified focus on sales and increased presence in key geographic markets, an effort that has strengthened existing relationships and contributes to a growing sales pipeline.
Impact Coatings AB (publ) and Shangdong Boyuan New Energy Technology Development Co., Ltd. (“Boyuan”), a specialist in precise forming technology for fuel cell metal plates, have jointly signed a non-binding Letter of Intent. According to the Letter of Intent, Boyuan has selected Impact Coatings as a strategic supplier of PVD Coating Equipment for the production of fuel cell bipolar and monopolar plates at Boyuan’s production sites in China, Mexico and other regions. Boyuan has the long-term intention to invest in coating equipment from Impact Coatings for all of its production sites, starting with the site in China. Impact Coatings expresses in the Letter of Intent its commitment to further develop coating materials, machines, and processes to meet the future market requirements of cost-efficient coatings for metal plates for fuel cells.
“We are proud to have been selected as a strategic supplier of PVD coating solutions by Boyuan, a leading manufacturer of metal bipolar plates. Our selection demonstrates the benefits of Impact Coatings’ full-service offering of PVD solutions for the hydrogen industry, supporting our customers all the way from development to volume production,” said Jonas Nilsson, CEO at Impact Coatings.
“Hydrogen energy is regarded as the ultimate clean energy, and the market for hydrogen-electric fuel cell vehicles is expected to grow at a high pace, not least in China. Boyuan is committed to supporting the fuel cell industry globally with components using the best technical solutions and partnering with strategic suppliers. Impact Coatings has proven to provide both high-performance coatings for bipolar plates and cost-efficient PVD production equipment,” said Feng Hao, GM of Boyuan.
The Annual General Meeting (AGM) of shareholders of Impact Coatings AB (publ), which is listed on Nasdaq First North Growth Market, was held today. There were 18 participants representing 35.02% of the total outstanding votes.
The presentation given by CEO Jonas Nilsson at the AGM can be found on the company website www.impactcoatings.com.
Among other items, the AGM decided:
To approve the income statement and balance sheet for 2023, as proposed by the Board of Directors.
To allocate the annual result according to the Board’s proposal.
That the Board of Directors and CEOs Torbjörn Sandberg Kanon and Jonas Nilsson were granted release from liability.
To elect Mark Shay, Christian Sahlén, Sukhwan Yun and Per Wassén to the Board of Directors, and to re-elect Mark Shay as Chairman of the Board.
That remuneration of SEK 200,000 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.
To approve the Board’s proposal on implementation of a warrant-based incentive program for key persons.
To approve a Shareholder’s proposal on implementation of a warrant-based incentive program for a board member.
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.
Impact Coatings AB (publ) has received a system order for an INLINECOATER™ IC2000 from SEKSUN Technology (Suzhou) Co., Ltd., a Chinese manufacturer of high-precision metal parts for the automotive industry. The system will be used for coating metal bipolar plates for fuel cells. Impact Coatings received an initial IC2000 order for delivery to SEKSUN in 2023, which was delivered during Q4 2023. Delivery of the second IC2000 system is planned for 2024. The order value is in the EUR 2 million range.
“This order is further proof of the ongoing build-up of a supply chain for fuel cells in China, primarily for mobility applications,” said Yaowen Wang, Regional President China at Impact Coatings.
Impact Coatings’ Annual Report for 2023 (in Swedish) is attached, and is available for download from the company’s website at www.impactcoatings.com/finansiella-rapporter-arkiv/.
FINANCIAL RESULTS FIRST QUARTER 2024
BUSINESS HIGHLIGHTS DURING THE FIRST QUARTER 2024
BUSINESS HIGHLIGHTS AFTER THE PERIOD
[1] Metals for electrolysis are invoiced in a cost-neutral manner and do not affect operating profit.
CEO’s COMMENTARYA time of challenges and exciting opportunities
We are now a bit into 2024, a time of both challenges and exciting opportunities. Impact Coatings continues to be affected by delayed orders in electrolysis, and as a result of the strategic decision to deliver what we had in the order backlog at the end of last year, Q1 2024 shows an expected decline in sales. We are not satisfied with the outcome but have maintained a high pace in sales development and have increased our presence in the market. During the quarter, we strengthened existing relationships and welcomed seven new customers into our entry-stage business, Coating Services.
As expected, the first quarter was weaker than the corresponding period last year. The quarter was partly affected by the strategic decision to deliver the system orders we had in the order backlog at the end of 2023, which meant that we entered the new year with a nearly empty order backlog, with some effects from delayed orders for electrolysis within Coating Services. Net sales during the first quarter amounted to SEK 4.0 million (20.0). Excluding metals for electrolysis, net sales amounted to SEK 4.0 million (17.3). First quarter net income after financial items amounted to -15.9 MSEK.
No system deliveries were completed during the quarter. The slower pace in Coating Services from Q4 2023 remains unchanged. We are getting indications that planned electrolysis volumes are still expected and we are ready to resume full production capacity as soon as we see volumes return. Such uncertainty is one of the challenges of being at the forefront of an emerging market. However, we are well adapted to the market’s conditions and, thanks to the composition of our production team, we can adapt the business to the prevailing order flow. Continuous tactical operational decisions as the market changes, and quickly ramping up and down the production rate help ensure cost control and adaptation to increased demand. Aftermarket has had a stable development and is in line with the previous year.
Seven new paying customers in entry-stage businessWe developed a strong sales pipeline during the quarter with a continued sharp commercial focus. We have started the year with many customer visits and other sales activities in our prioritized growth markets. There is pace and energy in the sales organization, and during the quarter we welcomed seven new paying customers to our entry-stage business, Coating Services.
All seven are serious players in the hydrogen space with potential to become machine customers or Coating Service volume customers. We are proud that several of the new customers come to us due to our market position. We are well-known in the field of noble metal coatings for electrolysis and for the fact that our fuel cell coatings are qualified at major stack manufacturers. Impact Coatings is a reliable supplier choice for plate manufacturers.
Our business model, with delivery of Coating Services, coating systems, or combinations of these, has proven effective. Coating Services works as an attractive first-stage offering for new customers. Through Coating Services, new customers can test coating samples and initial volumes and then increase volumes or purchase and install INLINECOATER™ systems in their own factories. We regard on-boarding each new customer in Coating Services as an important step towards building a long-term business relationship.
Expansion and increased presenceCoating Service Center China has been in full operation since summer 2023 and demonstrates how Coating Services and system sales complement each other and meet customers’ flexibility needs. In terms of revenue, China is our single largest geographic market and accounted for 27 percent of the company’s total revenue in 2023.
The Waveland production line described in a press release on November 14, 2023, is now installed in the Coating Service Center China and commissioning is in process.
In the fourth quarter 2023 we added six new paying customers, of which two in China. After the end of the first quarter 2024, we received approval from one of these new customers in China for volume production with Coating Services using our new Premium FC coating for heavy duty fuel cell vehicles. This approval shows we are advancing our position in the growing fuel cell market. It also shows that our combined business model offering Coating Services as an entry stage business is working as intended.
As part of our strategy to increase our global presence and meet the growing demand in the green hydrogen market, we are planning, as previously communicated, a Coating Service Center in the USA. Considering the historical fluctuations in the market, we are keen to time correctly the start-up of planned operations in the USA. We have prepared well. With a registered subsidiary, an identified location and a machine ready to ship, we are ready to start up our third Coating Service Center as soon as the market need is there.
Our head office and Coating Service Center Sweden in Linköping will be relocated later this year. We are moving into completely new premises with the advantage that we can influence the facility design according to our business needs with, among other things, cleanroom and other adapted production spaces. The move is required due to the residential conversion of the area where our current facility is located. The current facility is not going to be rented out again, which facilitates a flexible and smooth transition to the new facility.
Standardized modules for increased efficiencyWe are starting to see the results of increasingly standardized coating system production. A reorganization during the fourth quarter laid a good foundation for the work and is now bearing fruit. We have work to do still to set the new production routines and adapt standardized modules, but are well on our way to improved working methods and shortened delivery times.
We are developing the modular platform on which our INLINECOATER™ models are based in order to start producing systems according to market forecasts. The systems generally consist of machine bodies, electrical cabinets and coating sources. By producing the parts of the system as standardized building blocks, we achieve a flexible and efficient production while we can offer upgrade possibilities and adaptation according to new coating needs, for example upgrading to Premium FC coating.
OutlookAs expected, the first quarter saw negative growth that was a departure from the positive growth rate of 2023. We are not satisfied with the outcome, but have a clear plan for increased net sales, which is our most important metric.
Full focus is now on customer-facing activities, the transition to standardized coating system production, and development of our offering. We are convinced that our hard work and a strong customer focus will create the long-term relationships and growing pipeline of new customers that will help us reach profitable growth.
Jonas Nilsson, CEO
The full report is attached, and can be retrieved on the company’s website at www.impactcoatings.com/finansiella-rapporter-arkiv/.
The shareholders of Impact Coatings AB (publ), reg. no. 556544-5318 (the ”Company”), are hereby invited to participate in the Annual General Meeting (“AGM”), which will be held on Wednesday, May 22, 2024 at 2:00 p.m. CEST in Spektrum, Fridtunagatan 41 in Linköping.
Shareholders wishing to participate in the AGM must be registered in the register of shareholders maintained by Euroclear Sweden AB as of Monday, May 13, 2024, and notify attendance to the Company no later than Wednesday, May 15, 2024.
The notice of attendance to the AGM shall be sent by email to anmalan@impactcoatings.com or by post to Impact Coatings AB, Westmansgatan 29G, SE-582 16 Linköping, Sweden. The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number, when applicable, the number of assistants, and the number of shares held by the shareholder. A form of a power of attorney for shareholders who wish to participate in the AGM through a proxy holder will be available on the Company´s website, www.impactcoatings.com. Shareholders who are represented by a proxy holder may exercise their voting right at the AGM by a proxy holder with a written and dated power of attorney which is signed by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached. The power of attorney and any certificate of registration or equivalent must be sent to the Company to the abovementioned address well in advance before the AGM. The power of attorney cannot be older than one year, unless a longer validity term is specifically stated in the power of attorney, maximum five years.
Shareholders who have had their shares registered in the name of a nominee must have their shares registered in their own name in the register of shareholders maintained by Euroclear Sweden AB in order to be entitled to participate in the AGM. Such registration may be temporary (so-called voting rights registration) and is requested from the trustee in accordance with the trustee’s procedures. Registrations of voting rights made no later than Wednesday, May 15, 2024, will be taken into account in the preparation of the share register.
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Election of Chairman of the meeting (item 2)The Nomination Committee proposes that Mark Shay is elected as Chairman of the meeting.
Resolution regarding appropriation of the Company’s profit/loss according to the adopted Balance Sheet (item 9b)The Board of Directors and the CEO proposes that the net profit for the year and retained earnings be appropriated in accordance with the motion in the Annual Report. The proposal entails that no dividend will be paid.
Determination of remuneration to the Board of Directors and Auditors (item 10)The AGM is proposed to approve a fee to the Board of Directors of a total of SEK 900,000 to be distributed with SEK 300,000 to the Chairman of the Board and with SEK 200,000 to each of the other Board Members, and that the Auditors’ fee shall be paid on the basis of approved invoices.
Determination of the number of Board Members and Deputy Board Members (item 11)It is proposed that the Board of Directors shall consist of four (4) Members without Deputies.
Election of Board of Directors (item 12)The Nomination Committee proposes re-election of Mark Shay, Christian Sahlén, Sukhwan Yun and Per Wassén for the period until the end of the annual general meeting 2025. Mark Shay is proposed to be re-elected as the Chairman of the Board of Directors.
The proposed Board Members are presented in more detail on the Company’s website.
Election of Auditor (item 13)The Nomination Committee proposes re-election of Öhrlings PricewaterhouseCoopers AB (”PwC”) as Auditor for the period until the end of the annual general meeting 2025. PwC has announced that the authorised public accountant Johan Palmgren will be appointed as auditor-in-charge.
Resolution regarding adoption of principles for the appointment of the Nomination Committee (item 14)The Nomination Committee proposes that the following principles for the Nomination Committee are adopted.
The Nomination Committee shall consist of three (3) members, who shall be nominated by the Company’s three largest shareholders. The Chairman of the Board of Directors of the Company shall be a co-opted member of the Nomination Committee.
The assessment of the three largest shareholders by voting power shall be based on the shareholder statistics from Euroclear Sweden AB, as per the last banking day in September, who will be contacted by the Chairman of the Board as soon as possible thereafter.
If any of the three largest shareholders wish not to exercise their right to appoint a member of the Nomination Committee or does not give a reply within one week after the above-mentioned contact, the next shareholder in consecutive order as of the said date shall be entitled to appoint a member of the Nomination Committee. The names of the members of the Nomination Committee and the shareholders who appointed them shall be published as soon as possible, but not later than six months prior to the Annual General Meeting.
The Nomination Committee’s term of office extends until a new Nomination Committee has been appointed. Chairman of the Nomination Committee shall, unless the members of the committee unanimously agree otherwise, be the member that represent the shareholder controlling the largest number of votes.
The Nomination Committee shall remain unchanged unless:
(i) a member wishes to resign early, in which case such a request shall be sent to the Chairman of the Nomination Committee (or if it is the Chairman who wishes to resign, to another member of the Nomination Committee) and the receipt means that the request has been executed,
(ii) a nominating shareholder wishes to replace the member of the Nomination Committee appointed by the shareholder with another person, whereby such request (containing the two relevant names) shall be sent to the Chairman of the Nomination Committee (or in the event that it is the Chairman who is to be replaced, to another member of the Nomination Committee) and the receipt shall mean that the request has been executed,
(iii) a nominating shareholder sells all or part of its shareholding in the Company so that the shareholder is no longer one of the three largest shareholders in terms of voting rights, in which case a new member shall be appointed in accordance with the same principles as above, or
(iv) the Nomination Committee is free to decide to offer unfilled seats on the Nomination Committee to shareholders or persons appointed by shareholders in order for the Nomination Committee thereby to reflect the ownership structure in the Company. If a member leaves the Nomination Committee before its work is completed, the Nomination Committee shall appoint a new member in accordance with the principles above, but on the basis of Euroclear Sweden AB’s printout of the share register as soon as possible after the member has left his or her post. Changes in the composition of the Nomination Committee shall be announced immediately.
No fee shall be payable by the Company to any member of the Nomination Committee. The Company shall bear all reasonable costs associated with the work of the Nomination Committee as well as costs for external consultants and similar which are deemed necessary by the Nomination Committee for it to be able to fulfil its assignment.
The Nomination Committee shall submit proposals on the following issues to the Annual General Meeting:
(i) proposal for the chairman of the general meeting,
(ii) proposal for Members of the Board of Directors,
(iii) proposal for Chairman of the Board of Directors,
(iv) proposal for fees to the Board of Directors and other remuneration with a division between the Chairman of the Board and other Members and any remuneration for committee work,
(v) proposal for election and remuneration of the Company Auditor, and
(vi) proposal for principles for the Nomination Committee
Board of Director’s proposal for resolution on implementation of a warrant-based incentive program for key persons (item 15)
The board of directors proposes that the meeting resolves to implement a long-term warrant-based incentive program for key persons in the Impact Coatings-group (the “Warrant Program 2024/2027:1”) through (A) a resolution to issue warrants of series 2024/2027:1 to the Company and (B) a resolution to approve transfers of warrants of series 2024/2027:1 from the Company to key persons in the group, as set out below.
The board of directors’ proposal for resolutions under (A) and (B) below constitutes a combined propsal, which shall be resolved on as one resolution.
The board of directors considers that the proposed program can have a positive effect on the Company’s development. The main purpose of implementing the program is to align the key persons’ interests with the shareholders’ interests to promote long-term value creation. The program is also expected to facilitate for the Company to recruit and retain key persons.
(A) Proposal for resolution to issue warrants of series 2024/2027:1
The board of directors proposes that the meeting resolves to issue a maximum of 600,000 warrants of series 2024/2027:1 on the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Company, with the right and obligation for the Company to transfer the warrants to key persons in the group in accordance with what is stated in the proposal under (B) below. The Company shall not be entitled to dispose of the warrants in any other way than what is stated in the proposal under (B) below.
2. The reasons for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the framework of Warrant Program 2024/2027:1.
3. The warrants shall be issued free of charge to the Company.
4. Subscription of warrants shall be made on a separate subscription list on 11 June 2024 at the latest. The board of directors shall have the right to prolong the subscription period.
5. Each warrant entitles the holder to subscribe for one new share in the Company against cash payment at a subscription price corresponding to 150 per cent of the volume-weighted average price paid for the Company’s share on Nasdaq First North Growth Market during the period from 23 May 2024 up to and including 5 June 2024. The subscription price shall be rounded off to the nearest even hundredth of a SEK, where SEK 0.005 shall be rounded upwards. The subscription price may however never be lower than the share’s quotient value. Upon subscription of shares, the part of the subscription price that exceeds the quotient value of the previous shares shall be allocated to the non-restricted share premium fund.
6. The warrants may be exercised for subscription of shares during the period from 15 June 2027 up to and including 31 August 2027. The board of directors shall have the right to prolong the subscription period if any warrant holder is prevented from subscribing for shares during that period due to insider or market abuse legislation.
7. Shares issued upon exercise of warrants confers right to dividends for the first time on the next record date for dividends which occurs after subscription is effected.
8. The full terms and conditions for the warrants are set forth in the terms and conditions for warrants of series 2024/2027:1, which will be kept available at the Company and on the Company’s website no later than 1 May 2024 (the “Terms”). According to the Terms the subscription price and the number of shares which each warrant confers right to subscribe for may be recalculated in the event of a bonus issue, reverse share split or share split, new issue of shares, issue of warrants or convertibles and under some other circumstances. Further, the period for exercise of warrants may be brought forward or be postponed in some cases.
9. If all warrants are subscribed for, all warrants are transferred to key persons in the group in accordance with what is stated in the proposal under (B) below and all warrants are exercised for subscription of shares, the Company’s share capital will increase by SEK 75,000 (with reservation for eventual recalculation according to the Terms).
10. The board of directors, or anyone appointed by the board of directors, shall be authorized to make such minor formal adjustments in the issue resolution that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.
(B) Proposal for resolution on approval of transfers of warrants of series 2024/2027:1
The board of directors proposes that the meeting resolves to approve that the Company, within the framework of Warrant Program 2024/2027:1, transfers a maximum of 600,000 warrants of series 2024/2027:1 to key persons in the group on the following terms and conditions:
1. Key persons in the group shall be entitled to acquire warrants from the Company as set out below:
(a) the CEO of the Company (1 person) shall be offered to acquire a maximum of 100,000 warrants;
(b) the other permanent members of the group management and regional presidents (6 persons) shall be offered to acquire a maximum of 50,000 warrants each; and
(c) the other key persons in the group (10 persons), shall be offered to acquire a maximum 20,000 warrants each.
A key person who applies for acquisition of warrants within the limits stated above and fulfills the prerequisites for acquisition stated in item 5 below, is guaranteed to acquire the number of warrants that he/she wishes to acquire (“guaranteed allotment”).
A key person is entitled to apply for acquisition of more warrants than he/she is guaranteed allotment of, but no more than the number corresponding to 50 per cent of his/her guaranteed allotment. If the number of warrants to which such applications refer exceeds the number of warrants that remain to be distributed after guaranteed allotment, the remaining warrants shall be distributed among the key persons who have applied for acquisition of additional warrants. The distribution shall be made pro-rata in relation to the number of additional warrants that each of them has been entitled to apply for acquisition of.
2. The warrants shall be transferred at a price (premium) corresponding to the warrant’s market value at the time of the transfer. Calculation of the warrant’s market value shall be made by Öhrlings PricewaterhouseCoopers AB, as an independent valuation institute, by applying the Black & Scholes valuation model.
3. Application for acquisition of warrants shall be made on a special application form on 11 June 2024 at the latest. The board of directors shall have the right to prolong the application period.
4. Payment for warrants acquired shall be made on 14 June 2024 at the latest. The payment shall be made in cash to the bank account designated by the Company. The board of directors shall have the right to prolong the payment period.
5. A prerequisite for being entitled to acquire warrants from the Company is (i) that the key person is employed in the group or engaged as a consultant by a company in the group at the time of the acquisition and that the employment or consultancy agreement has not been terminated, (ii) that acquisition of warrants can take place in accordance with applicable laws, and (iii) that the key person at the time of the acquisition has entered into an agreement with the Company, which inter alia contains a pre-emption right for the Company if the key person wishes to transfer or otherwise dispose of his/her warrants and a right for the Company to repurchase the warrants, or some of them, if the key persons employment or consultancy assignment ceases. However, the repurchase right shall not apply when the consultancy assignment ceases if the key person becomes employed in the group at the same time. The board of directors shall have the right to make the reasonable changes and adjustments in the terms and conditions in the agreement that are deemed suitable or appropriate as a result of local civil law or tax law or administrative conditions.
6. Warrants of series 2024/2027:1 which are not transferred to key persons in the group, as well as warrants of series 2024/2027:1 which, where applicable, are later repurchased, may be canceled.
Dilution
Per the day of this proposal there are 87,486,713 shares in the Company.
If all warrants that can be issued within the framework of Warrant Program 2024/2027:1 (warrants of series 2024/2027:1) are subscribed for, transferred and exercised for subscription of shares, the number of shares and votes in the Company will increase by 600,000 (with reservation for eventual recalculation according to the Terms), which corresponds to a dilution of approx. 0.68 per cent of the number of shares and votes in the Company.
The dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing and additional shares and votes.
Preliminary valuation, costs and effects on key figures
Öhrlings PricewaterhouseCoopers AB has made a preliminary valuation of the market value of a warrant of series 2024/2027:1, applying the Black & Scholes valuation model. Based on an assumed share price of SEK 3.10 at the time of the issuance of the warrants, an assumed subscription price of SEK 4.65 upon exercise of the warrants, a term of 3 years, an assumed volatility of 50 per cent, a risk-free interest rate of 2.57 per cent and full compensation through recalculation in the event of payment of any dividends during the term, the market value of a warrant of series 2024/2027:1 has been calculated to SEK 0.76. When transferring the warrants to the key persons, the market value will be determined based on updated assumptions and then known parameters.
As the warrants are to be acquired by the key persons at market value, Warrant Program 2024/2027:1 is not expected to cause any costs for the Company with regards to key persons residing in Sweden. With regards to key persons residing in other countries than Sweden (a few persons), the program is expected to cause costs for the Company in the form of social security contributions. The size of the costs for social security contributions depends on how many warrants the key persons residing in other countries than Sweden acquires and exercises for subscription of shares, the market value of the Company’s share at the time of the exercise of the warrants in 2027, and the applicable percentages of social security contributions in the different counties at that time. If all key persons residing in other countries than Sweden acquires the number of warrants corresponding to their guaranteed allotment and exercises them for subscription of shares, the costs for social security contributions are, at an assumed share price of SEK 7.75 at the time of exercise of the warrants (corresponding to 2.5 times the assumed shares price at the time of the issue) and unchanged percentages for social security contributions in the different countries, estimated to amount to approx. SEK 75,000. As the costs that may arise for the Company are estimated to be small, the board of directors does not propose that any hedging measures be taken to secure the Company’s exposure to the costs that may arise.
Warrant Program 2024/2027:1 will have a marginal effect on the Company’s key figures.
Other incentive programs
There is one outstanding long-term incentive program in the Company since earlier – Warrant Program 2021/2024:1, resolved on at the annual general meeting 2021, directed to employees. There are 42,000 outstanding warrants in the program and each warrant entitles for subscription of one new share in the Company during the period from 1 June 2024 up to and including 31 July 2024 at a subscription price of SEK 27.
Preparation of the proposal
The proposal for resolution has been prepared by the board of directors in consultation with external advisers.
Majority requirements
For a valid resolution in accordance with the proposal, the resolution must be supported by shareholders with at least nine-tenths of the votes cast as well as the shares represented at the meeting.
Shareholder’s proposal for resolution on implementation of a warrant-based incentive program for a board member (item 16)
The shareholder Accendo Capital SICAV RAIF (“Accendo”), representing approx. 34.37 per cent of the shares and votes in the Company, propses that the meeting, provided that Per Wassén is re-elected as board member at the meeting, resolves to implement a long-term warrant-based incentive program for Per Wassén (the “Warrant Program 2024/2027:2”) through (A) a resolution to issue warrants of series 2024/2027:2 to the Company and (B) a resolution to approve transfers of warrants of series 2024/2027:2 from the Company to Per Wassén, as set out below.
Accendo considers that the proposed program can have a positive effect on the Company’s development. The main purpose of implementing the program is to align Per Wasséns interests with the shareholders’ interests to promote long-term value creation.
(A) Proposal for resolution to issue warrants of series 2024/2027:2
Accendo proposes that the meeting resolves to issue a maximum of 100,000 warrants of series 2024/2027:2 on the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Company, with the right and obligation for the Company to transfer the warrants to Per Wassén in accordance with what is stated in the proposal under (B) below. The Company shall not be entitled to dispose of the warrants in any other way than what is stated in the proposal under (B) below.
2. The reasons for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the framework of Warrant Program 2024/2027:2.
8. The full terms and conditions for the warrants are set forth in the terms and conditions for warrants of series 2024/2027:2, which will be kept available at the Company and at the Company’s website no later than 1 May 2024 (the “Terms”). According to the Terms the subscription price and the number of shares which each warrant confers right to subscribe for may be recalculated in the event of a bonus issue, reverse share split or share split, new issue of shares, issue of warrants or convertibles and under some other circumstances. Further, the period for exercise of warrants may be brought forward or be postponed in some cases.
9. If all warrants are subscribed for, all warrants are transferred to Per Wassén in accordance with what is stated in the proposal under (B) below and all warrants are exercised for subscription of shares, the Company’s share capital will increase by SEK 12,500 (with reservation for eventual recalculation according to the Terms).
(B) Proposal for resolution on approval of transfers of warrants of series 2024/2027:2
Accendo proposes that the meeting resolves to approve that the Company, within the framework of Warrant Program 2024/2027:2, transfers a maximum of 100,000 warrants of series 2024/2027:2 on the following terms and conditions:
1. Per Wassén shall be entitled to acquire warrants from the Company. He shall be offered to acquire a maximum 100,000 warrants.
5. A prerequisite for being entitled to acquire warrants from the Company is (i) that Per Wassén is a board member of the Company at the time of the acquisition, (ii) that acquisition of warrants can take place in accordance with applicable laws, and (iii) that Per Wassén at the time of the acquisition has entered into an agreement with the Company, which inter alia contains a pre-emption right for the Company if Per Wassén wishes to transfer or otherwise dispose of his warrants and a right for the Company to repurchase the warrants, or some of them, if Per Wassén’s appointment as a board member of the Company ceases.
6. Warrants of series 2024/2027:2 which are not transferred to Per Wassén, as well as warrants of series 2024/2027:2 which, where applicable, are later repurchased, may be canceled.
If all warrants that can be issued within the framework of Warrant Program 2024/2027:2 (warrants of series 2024/2027:2) are subscribed for, transferred and exercised for subscription of shares, the number of shares and votes in the Company will increase by 100,000 (with reservation for eventual recalculation according to the Terms), which corresponds to a dilution of approx. 0.11 per cent of the number of shares and votes in the Company.
Öhrlings PricewaterhouseCoopers AB has made a preliminary valuation of the market value of a warrant of series 2024/2027:2, applying the Black & Scholes valuation model. Based on an assumed share price of SEK 3.10 at the time of the issuance of the warrants, an assumed subscription price of SEK 4.65 upon exercise of the warrants, a term of 3.22 years, an assumed volatility of 50 per cent, a risk-free interest rate of 2.57 per cent and full compensation through recalculation in the event of payment of any dividends during the term, the market value of a warrant of series 2024/2027:2 has been calculated to SEK 0.76. When transferring the warrants to the key persons, the market value will be determined based on updated assumptions and then known parameters.
As the warrants are to be acquired by Per Wassén at market value, Warrant Program 2024/2027:2 is not expected to cause any costs for the Company.
Warrant Program 2024/2027:2 will have a marginal effect on the Company’s key figures.
The proposal for resolution has been prepared by Accendo in consultation with external advisers.
Resolution regarding authorization for the Board of Directors to increase the share capital through the issue of new shares, warrants and/or convertibles (item 17)The Board of Directors proposes that the AGM authorizes the Board of Directors to resolve on one or several occasions up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, increase the share capital through the issue of new shares, warrants and/or convertible.
The total number of newly issued shares and the number of shares that may be added through the exchange of convertibles or subscription of new shares with the support of warrants shall in total amount to no more than ten (10) percent of the total number of outstanding shares in the Company at the time when the Board of Directors first exercises the authorization.
An issue based on the authorization may be carried out as a cash, non-cash or set-off issue and may only be made at market price.
The reason for deviating from the shareholders’ preferential rights is that the Company shall be able to raise capital on favorable terms for the Company and, in the event of acquisition of companies or other property, to be able to pay with the Company’s shares.
The resolution according to this item is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.
Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted at the meeting in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB (item 18)The AGM is proposed to authorise the Board of Directors or the person appointed by the Board of Directors to make such minor adjustments and clarifications to the resolutions adopted at the AGM as are necessary for the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
DOCUMENTS, INFORMATION AND NUMBER OF SHARES AND VOTES
The Board of Directors and the CEO shall, if a shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, as well as circumstances that may affect the financial situation of the Company or another group company.
The Annual Report and the Audit Report as well as Board of Director’s and Shareholder’s complete proposals for resolutions as describe above will be available at the Company and on the Company’s website, www.impactcoatings.com, no later than Wednesday, May 1, 2024. The documents will be sent free of charge to shareholders who request it and who states their address.
The total number of shares and votes in the Company as of the date of this notice is 87,486,713.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________________Linköping in April 2024Impact Coatings AB (publ)Board of Directors
Impact Coatings AB (publ) has received official approval to be volume supplier of Coating Services to a Chinese manufacturer of fuel cell systems and stacks for automotive and other fuel cell applications. Initially, subject to coming purchase orders, Impact Coatings will provide production capacity from its Coating Service Center in Shanghai, up to a volume corresponding to CNY 9 million in revenue.
“After a period with tests and qualifications of our new Premium FC coating for heavy duty fuel cell applications, we now see that customers are ready for volume production. We are very pleased to have come to this initial agreement with a prominent fuel cell manufacturer,” said Yaowen Wang, Regional President China at Impact Coatings.
Impact Coatings publishes its Interim Report för the first quarter of 2024 on April 24, at 08:00 a.m. (CEST). In reference to this, the company invites investors, analysts and the media to a webcast on the same day at 10:00 a.m. (CEST). Impact Coatings’ CEO Jonas Nilsson together with CFO Bengt Vernerson will present and comment on the Interim Report, and answer questions. The presentation will be held in English.
What: Presentation of Impact Coatings’ Q1 2024 Interim Report via webcastTime: Wednesday April 24, at 10:00 a.m. (CEST)Link to webcast: https://www.finwire.tv/webcast/impact-coatings/q1-2024/ The webcast in its entirety will afterwards be available on the company’s website www.impactcoatings.com.
Impact Coatings AB (publ) announced the Nomination Committee for the 2024 Annual General Meeting (AGM) in a press release on October 24, 2023. Hyundai Motor Company, one of the three largest shareholders in the company, has appointed Boki Kim as its new representative to the Nominating Committee, replacing Syafiq Johari.
The Nomination Committee consists of: Kai Tavakka, Chairman, appointed by Accendo Capital SICAV RAIF Boki Kim, appointed by Hyundai Motor Company Hans Österberg, private investor Mark Shay, Chairman of the Board, adjunct member The AGM will be held in Linköping on May 22, 2024. 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.
We use cookies to improve your user experience and to collect information about your visit. You can read more about our cookies and change your settings here. Read more
Cookies save information about how you use the website, data that can be reused. Read more
Necessary for the website to function.
Read more
These cookies are necessary for our website to function and therefore cannot be turned off. They are used, for example, when you set personal preferences, log in or fill out a form. You can set your browser to block or warn you about these cookies, but some parts of the website will not work then.
close-cookie-bar
wants-ec-cookies
wants-fc-cookies
wants-mc-cookies
wants-ac-cookies
Measures user patterns and creates statistics.
These cookies allow us to count the number of visits and traffic sources so that we can measure and improve our website. The information these cookies collect is completely anonymous. If you do not allow these cookies, we will not know when you have visited our website.
_ga_LWPJB5WV5Z
_ga
__hssc
__hssrc
__hstc
hubspotutk
_cfuvid