THE INFORMATION IN THIS PRESS RELEASE IS NEITHER AN OFFER TO ACQUIRE NOR AN OFFER TO SUBSCRIBE FOR ANY SECURITIES IN IMPACT COATINGS AND THE INFORMATION IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, JAPAN, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The Board of Directors in Impact Coatings AB (publ) (“Impact Coatings” or the “Company”) has today, making use of the authorisation by the Extraordinary General Meeting on 16 February 2023, resolved on a right issue of up to 30,877,662 shares (the “Right Issue”) with a subscription price of SEK 4.80 per share. The Company’s largest shareholder, Accendo Capital SICAV RAIF (”Accendo Capital”), has provided a guarantee commitment on customary terms that amounts to approximately SEK 128.7 million, corresponding to approximately 86.8 percent of the Rights Issue. In addition, Accendo Capital as well as shareholding members of the Board of Directors and senior management have entered into subscription commitments, which in aggregate amount to approxiamtely SEK 19.5 million, corresponding to approximately 13.2 percent of the Rights Issue. The Rights Issue is therefore covered to a total of 100 percent by both subscription- and guarantee commitments. Assuming full subscription in the Rights Issue, the Company’s proceeds will amount to approximately SEK 148.2 million before transaction costs of approximately SEK 17.5 million. It is the Board of Directors’ assessment that the Company’s existing working capital is not sufficient to cover the capital requirements for the upcoming twelve (12) months, why the Company carries out the Rights Issue. The Rights Issue will secure continued investments in the industrialization and internationalization of Impact Coatings as well as enable an emerging opportunity within the US green hydrogen market.
Summary of the Rights Issue:
Background and motiveThe purpose of the Rights Issue is twofold. First, it secures continued investments in the industrialization and internationalization of Impact Coatings, strengthening the scalability of the business model, which has been an overarching strategic pillar since 2021. Second, it enables the Company to capture an emerging opportunity within the US green hydrogen market – following the strong recent commercial and regulatory development in the region, including the USD 3 per kg green hydrogen tax credit included in the Inflation Reduction Act effective from August 2022. Hydrogen is taking off, unfolding as the fuel of the future and a cornerstone in the shift to sustainable, low carbon energy systems. The development of hydrogen technologies is largely driven by the need for transportation, storage and use of green energy. Electrolysis, the method used to produce green hydrogen from water, is emerging as a new, significant growth area – especially in the US and Europe. The hydrogen market is still in its early stages, and the Company expects it to grow exponentially over the next decade. In the US, the green hydrogen market is expected to double by 2025 and tenfold by 2030. Against this background, Impact Coatings sees a window of opportunity, investing to meet demand for its electrolysis plate coating solutions. The Company has strong momentum in North America within electrolysis, following the received pilot order on 12 November 2022 and following the signed letter of intent on 21 February 2023 regarding a supply or frame agreement, which has created an expansion platform for it to leverage in the US market. Strengthening the scalability of the business model will also improve the efforts in all major markets, as the Company seeks to further invest in Coating Services. This includes continuing the roll-out of new Coating Services Centers. It is the Board of Directors’ assessment that the Company with its current cash possesses sufficient liquid funds until September 2023, why the Company’s existing working capital is not sufficient to cover the capital requirements for the next twelve (12) months and the Rights Issue is being carried out. Use of proceedsIf the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 148.2 million before deductions for transaction costs of approximately SEK 17.5 million. Impact Coatings intends to use the net proceeds of approximately SEK 130.7 million for the following purposes stated in order of priority:
It is the Board of Directors’ assessment that the SEK 148.2 million of the Rights Issue covered by subscription and guarantee commitments is sufficient to, according to the current business plan, finance the Company during the next twelve-month period. Terms for the Rights IssueShareholders who are registered in the share register in Impact Coatings on the record date 7 March 2023 receives one (1) subscription right for each share held in the Company. The subscription right entitles the holder to subscribe for new shares with preferential rights. Eleven (11) subscription rights entitle the holder to subscription of six (6) new shares. The subscription price is SEK 4.80 per share and Impact Coatings will receive gross proceeds of approximately SEK 148.2 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights. Provided that the Rights Issue is fully subscribed, the number of shares in Impact Coatings will increase by 30,877,662, from 56,609,051, to 87,486,713, and the share capital will increase by a maximum of SEK 3,859,707.750, from SEK 7,076,131.375 to SEK 10,935,839.125. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 35 percent through the Rights Issue (based on the total outstanding shares after the Rights Issue). These shareholders have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights received. The preliminary timeplan is as follows. The last day of trading in Impact Coatings’ shares including the right to receive subscription rights in the Rights Issue is 3 March 2023. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 6 March 2023. The subscription period, with or without the support of subscription rights, runs from 9 March 2023 up to and including 23 March 2023. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 9 March 2023 up to and including 20 March 2023 and trading in BTAs (paid subscribed shares) will take place on Nasdaq First North Growth Market during the period from 9 March 2023 up to and including 4 April 2023. The full terms and conditions and information about Impact Coatings will be presented in the prospectus that the Company plans to publish in relation to the Rights Issue on, or about, 3 March 2023. The prospectus will be available on Impact Coatings’ website (https://impact-offer.com/), Finansinspektionen’s website (https://www.fi.se/) and Pareto Securities AB’s website (https://www.paretosec.com). Subscription and guarantee commitmentsIn total, subscription commitments amount to approximately SEK 19.5 million, corresponding to approximately 13.2 percent of the Rights Issue and has been entered into by Accendo Capital and shareholding members of the Board of Directors and senior management. Accendo Capital has also provided a guarantee commitment on customary terms that amounts to approximately SEK 128.7 million, corresponding to approximately 86.8 percent of the Rights Issue. The Rights Issue is therefore covered to a total of 100 percent by both subscription and guarantee commitments. A guarantee fee of eight (8) percent of the guaranteed amount will be paid in cash under the guarantee commitment. No fee is to be paid for the subscription commitments that have been entered into. Submitted subscription and guarantee commitments can be fulfilled by subscription and payment of shares in the Rights Issue, or by the shareholder providing to the company an unconditional shareholder contribution corresponding to the commitment. Neither the subscription commitments nor the guarantee commitments are secured. Bid exemptionThe Swedish Securities Council has granted Accendo an exemption from the mandatory bid obligation, which could arise due to the subscription in the Rights Issue. Furthermore, the Swedish Securities Council has granted Accendo an exemption from the mandatory bid obligation, which could arise due to, in additional to their preferential rights, the subscription of shares due to the guarantee commitment. The exemption, as far as the guarantee commitment is concerned, is conditional on (i) the shareholders being informed before the extraordinary general meeting of the maximum capital and voting share that Accendo may obtain by subscribing for shares in the rights issue in addition to its preferential rights, and (ii) that the resolution to issue new shares is approved by the Extraordinary General Meeting and supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting, whereby the shares held and represented at the meeting by Accendo shall be disregarded. The Swedish Securities Council’s decision (AMN 2022:57) is available on the Swedish Securities Council’s website. The percentage of shares and votes held by Accendo Capital, at fully utilization of the guarantee commitment, will not exceed 43.6 percent of the toal number of shares and votes in the Company. Lock-up undertakingsPrior to the Rights Issue being carried out, Accendo Capital and the Board of Directors and senior management of the Company have entered into lock-up undertakings, which, inter alia and subject to customary exceptions regarding, among other things, intra-group transfers, sales in connection with public takeover offers or sales of allocated subscription rights, mean that they will undertake not to sell shares in the Company without consent from Pareto Securities AB. The lock-up undertakings expire on the day that falls six (6) months after the end of the subscription period in the Rights Issue. The Company has undertaken towards Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments without consent from Pareto Securities AB, for a period of twelve (12) months after the end of the subscription period in the Rights Issue.
Indicative timeplan for the Rights Issue
AdvisersPareto Securities AB acts as Sole Manager and Bookrunner, KANTER Advokatbyrå KB is legal adviser to the Company and Advokatfirman Schjødt is legal adviser to Pareto Securities AB in connection with the Rights Issue.
Plug Power and Impact Coatings have signed a letter of intent to sign a definitive supply or frame agreement, where Impact Coatings may be awarded coating services of separator plates and portable transport layer plates for electrolysis for a value of 2 to 3.5 MUSD during 2023, conditioned on the parties entering into a definitive supply agreement, that Impact Coatings will fulfill the technical requirements provided by Plug Power for these plates, and that Impact Coatings can demonstrate delivery capability of the number of plates corresponding to the above value.
Impact Coatings AB (publ) has today, 16 February 2023, held an extraordinary general meeting where the following resolutions were adopted.
Amendment of the articles of associationIn order to enable the rights issue in accordance with the press release published on December 22, 2022, the meeting resolved to amend the limits of the share capital stated in the articles of association (§4) from “no less than SEK 2,500,000 and no more than SEK 10,000,000” to “no less than SEK 5,000,000 and no more than SEK 20,000,000” and to amend the limits of shares stated in the articles of association (§5) from “no less than 20,000,000 and no more than 80,000,000” to “no less than 40,000,000 and no more than 160,000,000”.
Authorization for the Board of Directors to resolve on new issue of sharesIn order to enable the above mentioned rights issue, the meeting resolved to authorize the Board of Directors to, at one or several occasions during the period until the next annual general meeting, resolve on issue of new shares with preferential rights for the Company’s shareholders of no more than 30,877,664 new shares. Payment shall be made in cash, by non-cash consideration or by set-off.
Impact Coatings AB (Sweden) and Hyundai Motor Company (South Korea) have signed an extension to a joint development agreement entered in 2019, and which was described in a press release on October 30, 2019. According to the joint development agreement 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.”
FINANCIAL RESULTS FOURTH QUARTER 2022
FINANCIAL RESULTS FULL YEAR 2022
SIGNIFICANT EVENTS (1) FOURTH QUARTER 2022
SIGNIFICANT EVENTS (1) AFTER THE PERIOD
(1) Significant events refer to events that comprise insider information and shall be made public via press release.
CEO’s COMMENTARY
During the fourth quarter and full year 2022, Impact Coatings achieved several central milestones in industrializing and internationalizing the company. During 2022, we have clarified our strategy in Coating Services and other service offerings, which helps us accelerate commercialization by working more closely with customers and scaling up production in an appropriate way.
We ended 2022 with strong momentum. In November, the company won its first order within electrolysis for green hydrogen production from a customer in USA. The order marks a historic achievement for the company and creates a robust platform for growth in a highly compelling market.
Technology that matches the market’s development and needsOur unique competence in coating technology and our new coating system for volume production – INLINECOATER™ IC2000 – form a solid basis for continued commercial development. We have a technology, initially developed for fuel cells, that is applicable to electrolysis in parallel with our continuing efforts in fuel cells.
Strong start of 2023 following a slower 2022The fourth quarter, like 2022 in general, was characterized by challenging macroeconomic developments. Net sales for the full year 2022 amounted to SEK 32,022 thousand (57,198). One of three system orders received during the year was delivered with the associated revenue recognized as planned during the fourth quarter. Revenue recognition for the other two systems ordered during 2022 will occur during 2023. During the year, we also built two coating machines for internal use, which have been recognized as capitalized work for own account and included in total revenue. Fewer system deliveries during 2022 is the primary reason for the lower sales level compared to 2021.
After a promising start to the year, annual sales for Coating Services during 2022 ended at the same level as in 2021. A slowdown occurred during the year due to component shortages that affected our customers and, by extension, our business. A recovery toward the end of the fourth quarter and high capacity utilization in Coating Services at the start of 2023 have significantly improved our outlook for Coating Services development.
Operating expenses increased during 2022 due to increased investments in expertise, ongoing R&D projects, and increased production capacity, as well as the establishment of a subsidiary and Coating Services Center in China – important initiatives to strengthen our long-term competitive position.
Positive developments in Europe – activity is picking up againEurope remains the company’s primary market, with important customers in all business areas. Within the hydrogen solutions area, an increasing number of large European automotive component suppliers are investing in fuel cells. At the same time, we see a number of European companies increasingly focusing on electrolysis. With the REPowerEU Plan, which aims to secure Europe’s energy needs and independence from Russian gas, the EU Commission has also taken a significant step during 2022 towards formalizing the initiative for green hydrogen.
We expect the pace of European activities to increase significantly during 2023. We are confident that our combination of Coating Services (via our Coating Services Center in Linköping), coating systems, and other service offerings give us the flexibility to meet our customers’ needs quickly.
Continued progress in ChinaPreparation of our Coating Services Center in Shanghai continued during the fourth quarter. An INLINECOATER™ IC500 machine is scheduled to be shipped from Linköping in March 2023, with start of production in China later during the spring. Our Coating Services Center will facilitate meeting the increased requirements of both new and existing customers. With our establishment and the current team of six people, we have built a strong local organization for the Chinese market. With clear intentions in the production of fuel cell vehicles and hydrogen – focus areas in China’s 14th Five-year Plan (2021-2025) – China remains a strategically important market for the foreseeable future.
Rights issue facilitates investment in USA and green hydrogenThe global development of electrolysis for the production of green hydrogen from renewable energy sources is accelerating and the USA has in a short period of time emerged as a leader in the field. The strong commercial and political development in the region, which encompasses both the Inflation Reduction Act and Hydrogen Shot, create meaningful possibilities due to the USA’s focus on domestic production of green hydrogen.
Against this backdrop, we decided in December 2022 to carry out a fully guaranteed rights issue of approximately SEK 148 million. The issue secures our continuing investments, with a focus on electrolysis and the fast-growing market for green hydrogen. It also enables our initiatives in North America through the establishment of a Coating Services Center as well as the development of Coating Services Centers in other regions – well in line with our strategy.
Strong momentum into 2023We continue strengthening our organization and are preparing to scale up the business. Our regional operations are growing, and through new Coating Services Centers we are increasing our production capacity. We have recently signed a leasing agreement for new headquarters in Linköping, with occupancy planned for the second half of 2024. The new facilities are better equipped for our operations, provide double the production space of our current facility, and will become an important component in the company’s development. During February 2023, Bengt Vernerson joined as interim CFO. In Bengt, the company gains valuable experience from international expansions and capital markets, and he will be an important part of our growth journey during 2023.
We are well positioned to deliver on our strategy during the coming years – a challenge we look forward to.
Torbjörn Sandberg, 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 Extraordinary General Meeting (“EGM”), which will be held on Thursday, February 16, 2023 at 09.00 a.m. CET at KANTER law firm on Engelbrektsgatan 3 in Stockholm.
Shareholders wishing to participate in the EGM must be registered in the register of shareholders maintained by Euroclear Sweden AB as of Wednesday, February 8, 2023, and notify attendance to the Company no later than Friday, February 10, 2023.
The notice of attendance to the EGM 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 EGM 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 EGM 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 EGM. 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 EGM. 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 February 10, 2023, will be taken into account in the preparation of the share register.
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Resolution to amend the articles of association (item 7)In order to enable the rights issue in accordance with the press release published by the Company on December 22, 2022, which the Board of Directors intends to resolve upon based on the authorization from the EGM proposed under item 8 below, the Board of Directors proposes that the EGM resolves to amend the articles of association. It is proposed that the limits of the share capital stated in the articles of association (§4) is amended from “no less than SEK 2,500,000 and no more than SEK 10,000,000” to “no less than SEK 5,000,000 and no more than SEK 20,000,000” and that the limits of shares stated in the articles of association (§5) is amended from “no less than 20,000,000 and no more than 80,000,000” to “no less than 40,000,000 and no more than 160,000,000”.
The resolution under this item is conditional on the EGM resolving in accordance with the Board of Directors’ proposal on item 8 below.
A resolution in accordance with this item 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.
Resolution regarding authorization for the Board of Directors to resolve on new issue of shares (item 8)In order to enable the rights issue in accordance with the press release published by the Company on December 22, 2022, the Board of Directors proposes that the EGM resolves to authorize the Board of Directors to, at one or several occasions during the period until the next annual general meeting, resolve on issue of new shares with preferential rights for the Company’s shareholders of no more than 30,877,664 new shares. Payment shall be made in cash, by non-cash consideration or by set-off.
The resolution under this item is conditional on the EGM resolving in accordance with the Board of Directors’ proposal on item 7 above.
Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted at the EGM in connection with the registration with the Swedish Companies Registration Office (item 9)The EGM 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 EGM as are necessary for the registration with the Swedish Companies Registration Office.
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, at the EGM provide information regarding circumstances that may affect the assessment of an item on the agenda.
All documents in accordance with the Swedish Companies Act will be available at the Company and on the Company’s website, www.impactcoatings.com, no later than Thursday, January 26, 2023. The documents will be sent free of charge to shareholders who request it and who states its address.
The total number of shares and votes in the Company as of the date of this notice is 56,609,051. The Company holds no own shares.
For information on how your personal data is processed in connection with the EGM, please see the privacy notice on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________________Linköping in January 2023Impact Coatings AB (publ)Board of Directors
Marie Dhayer Teikmans is leaving as CFO and member of the management team at Impact Coatings, her last day is February 3, 2023. Recruitment of a new CFO has begun, and Bengt Vernerson is appointed acting CFO as of Marie’s departure and during the recruitment period.
“During her time at Impact Coatings, Marie has been instrumental in the change effort to professionalize and industrialize the company, and I thank her for her contributions and commitment,” said Torbjörn Sandberg, CEO at Impact Coatings. Bengt Vernerson has extensive experience in CFO, board and management work with a focus on strategy and business planning. He also has broad experience from internal and external financial reporting in listed companies, including with Höganäs Group and Lammhults Design Group.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, JAPAN, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Today, the board of directors in Impact Coatings AB (publ) (“Impact Coatings” or the “Company”) announces its intention to carry out a fully secured rights issue of shares of approximately SEK 148 million before transaction costs (the “Rights Issue”). An extraordinary general meeting is planned to be held on 9 February 2023 to give the board of directors an authorization to resolve on the Rights Issue. The subscription price has been set to SEK 4.80 per share. Shareholders in Impact Coatings on the record date have for each eleven (11) existing shares preferential rights to subscribe for six (6) newly issued shares in the Rights Issue. In total, subscription commitments amount to approximately SEK 19 million, corresponding to approximately 12.8 percent of the Rights Issue. The Company’s largest shareholder, Accendo Capital, has also provided guarantee commitments on customary terms that in total amount to approximately SEK 129 million, corresponding to approximately 87.2 percent of the Rights Issue. Together with the subscription commitments, the Rights Issue is fully secured. The Company also announces that the year-end report will be postponed until 15 February 2023.
“The planned capital raise is a proactive and bold step forward that supports continued investments in the industrialization and internationalization of Impact Coatings. It enables us to capture an emerging opportunity in the market, especially within the US green hydrogen market that is currently taking off and expected to grow tenfold by 2030. Overall, the proposed rights issue will improve the scalability of our business model, strengthening our position in all major markets, as we seek to expand our focus on our Coating Services offering. With more Coating Services Centers we will be able to work closer to customers, scaling up production in an appropriate way,” said Torbjörn Sandberg, CEO of Impact Coatings Summary
Background and motiveThe purpose of the Rights Issue is twofold. First, it supports continued investments in the industrialization and internationalization of Impact Coatings, strengthening the scalability of the business model, which has been an overarching strategic pillar since 2021. Second, it enables the Company to capture an emerging opportunity within the US green hydrogen market – following the strong recent commercial and regulatory development in the region, including the USD 3.00 per kg green hydrogen tax credit included in the Inflation Reduction Act effective from August 2022. Hydrogen is taking off, unfolding as the fuel of the future and a cornerstone in the shift to sustainable, low carbon energy systems. The development of hydrogen technologies is largely driven by the need for transportation, storage and use of green energy. Electrolysis, the method used to produce green hydrogen from water, is emerging as a new, significant growth area – especially in the US and Europe. The hydrogen market is still in its early stages, and the Company expects it to grow exponentially over the next decade. In the US, the green hydrogen market is expected to double by 2025 and tenfold by 2030. Against this background, Impact Coatings sees a window of opportunity, investing to meet demand for its electrolysis plate coating solutions. The Company has strong momentum in North America, following the recent order from a leading US company, which has created an expansion platform for it to leverage in the US market. Strengthening the scalability of the business model will also improve the efforts in all major markets, as the Company seeks to further invest in Coating Services. This includes continuing the roll-out of new Coating Services Centers. Use of proceedsIf the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 148 million before deductions for costs related to the Rights Issue. Impact Coatings intends to use the net proceeds for the following purposes stated in order of priority:
It is the board of directors’ assessment that the SEK 148 million of the Rights Issue covered by subscription commitments and guarantee commitments is sufficient to, according to the current business plan, finance the Company during the next twelve-month period. Extraordinary general meetingThrough a separate press release, the Company will convene an extraordinary general meeting intended to be held on 9 February 2023 to change the limits of the Articles of Association for shares and share capital and to authorize the board of directors to resolve on the Rights Issue. Mandatory bid exemptionThe Swedish Securities Council has granted Accendo an exemption from the mandatory bid obligation, which could arise due to the subscription in the Rights Issue. Furthermore, the Swedish Securities Council has granted Accendo an exemption from the mandatory bid obligation, which could arise due to, in additional to their preferential rights, the subscription of shares due to the guarantee commitment. The exemption, as far as the guarantee commitment is concerned, is conditional on (i) the shareholders being informed before the extraordinary general meeting of the maximum capital and voting share that Accendo may obtain by subscribing for shares in the rights issue in addition to its preferential rights, and (ii) that the resolution to issue new shares is approved by the extraordinary general meeting and supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the extraordinary general meeting, whereby the shares held and represented at the meeting by Accendo shall be disregarded. Accendo’s maximum capital and voting share can reach 43.6 per cent if the gurantee commitment is used in full. The Swedish Securities Council’s decision (AMN 2022:57) will be made available on the Swedish Securities Council’s website. The Rights IssueShareholders on the record date, which is expected to be determined to 7 March 2023, who are registered in the share register in Impact Coatings receives one (1) subscription right for each share held in the Company. The subscription right entitles the holder to subscribe for new shares with preferential rights. Eleven (11) subscription rights entitle the holder to subscription of six (6) new shares. The subscription price is SEK 4.80 per share, which means that Impact Coatings will receive gross proceeds of approximately SEK 148 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights. Provided that the Rights Issue is fully subscribed, the number of shares in Impact Coatings will increase by 30,877,664, from 56,609,051, to 87,486,715, and the share capital will increase by a maximum of SEK 3,859,708.000, from SEK 7,076,131.375 to SEK 10,935,839.375. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 35 percent through the Rights Issue (based on the total outstanding shares after the Rights Issue). These shareholders have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights received. The preliminary timeplan is as follows. The last day of trading in Impact Coatings’s shares including the right to receive subscription rights in the Rights Issue is 3 March 2023. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 6 March 2023. The subscription period, with or without the support of subscription rights, runs from 9 March 2023 up to and including 23 March 2023. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 9 March 2023 to 20 March 2023 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North during the period from 9 March 2023 to 4 April 2023. The complete terms and conditions and the final timeplan of the Rights Issue and information about the Company will be presented in a prospectus that is expected to be published around 3 March 2023. Subscription commitments and guarantee commitmentsIn total, the subscription commitments amount to approximately SEK 19 million, corresponding to approximately 12.8 percent of the Rights Issue and has been entered into by exiting shareholder Accendo Capital. In addition, shareholding members of the board of directors and senior management has indicated their intention to subscripe for their pro-rata share in the Rights Issue. The Company’s largest shareholder, Accendo Capital, has also provided guarantee commitments on customary terms that in total amount to approximately SEK 129 million, corresponding to approximately 87.2 percent of the Rights Issue. Together with the subscription commitments, the Rights Issue is fully secured. A guarantee fee will be paid to the guarantors of eight (8) percent of the guaranteed amount in cash. No fee is to be paid for the subscription commitments that have been entered into. Neither the subscription commitments nor the guarantee commitments are secured. Further information regarding the parties who have entered into subscription commitments and guarantee commitments will be presented in the prospectus to be made public before the commencement of the subscription period. UndertakingsPrior to the execution of the Rights Issue, the board of directors and senior management of the Company intends to enter into lock-up undertakings, which, among other things and with customary exceptions, mean that they will undertake not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the announcement date of the outcome in the Rights Issue. The shareholders who have entered subscription commitments have simultaneously entered into lock-up commitments which mean that they have, with certain customary exceptions, undertaken not to sell shares in the Company. The lock-up commitments cease to apply on the day that falls 180 days after the publication of the outcome of the Rights Issue. Furthermore, the Company has undertaken towards Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of twelve (12) months after the end of the subscription period. Indicative timeplan
AdvisersPareto Securities AB (“Pareto”) acts as Sole Manager and Bookrunner and KANTER Advokatbyrå KB is legal adviser to the Company and Advokatfirman Schjødt is legal adviser to Pareto Securities AB in connection with the Rights Issue.
A leading manufacturer of hydrogen fuel cells and electrolyzers, located in north-eastern United States, has placed a pilot coating services order with Impact Coatings for the coating of metal plates for water electrolysis. Preliminary order value is the range of USD 320,000, depending on the actual volume that will be delivered. The production is planned for the fourth quarter of 2022, and will be accomplished using Impact Coatings’ INLINECOATER™ IC2000 system and industry standard coating material for electrolysis plates.
FINANCIAL RESULTS THIRD QUARTER 2022
FINANCIAL RESULTS JANUARY-SEPTEMBER 2022
SIGNIFICANT EVENTS (1) THIRD QUARTER 2022
CEO’S COMMENTARY
The third quarter started with a new system order, from Boyuan, a Chinese manufacturer of metal plates for fuel cells. For the first time, an order included Managed Services, which means that Impact Coatings will operate the coating system at the customer’s premises for a certain period of time. This is a way for the customer to start quickly and build up its own competence, while it generates service revenue for us. We had the opportunity to ship a coating system to China already during the quarter and production is now, shortly after the end of the quarter, already underway at the customer with the help of our local team.
Revenue recognition from the system sale to Boyuan is, as previously disclosed, planned for the fourth quarter and according to plan no system sale revenues are reported during the third quarter. Coating Services performed below expectation. Production appeared to ramp up as expected at the start of the third quarter following a dip that we deemed temporary during the second quarter. But after the summer, orders again declined. The variability is a result of the automotive industry’s component shortage, which has slowed production of some fuel cell vehicles. In addition, there is uncertainty in consumer electronics – a segment where a few of our Coating Services customers are active.
The fourth quarter is also expected to be on a lower level. Longer term, we expect Coating Services to once again grow in line with its previous trajectory. The customer base in Coating Services is expanding, both with established companies and growth companies. The investment pace in the market and the interest in hydrogen as an energy carrier imply that the need for our coating solutions is increasing for fuel cells and electrolysis. In electrolysis, the initial demand is for test coatings and limited test series.
Market trends and customer interest motivate the opening of our new Coating Services Center in China. The country has strong momentum in the production av fuel cell vehicles, supported by a strong focus on hydrogen in the new five-year plan. Our facility in Shanghai is largely complete and wiring and installation of infrastructure is in full swing.
With the system order from Boyuan in July, we prioritized delivery to the customer and reallocated machine and personnel resources, which allowed us to quickly deliver and get started with Managed Services at the customer. To replace the coating machine that was quickly adapted for delivery to Boyuan, we are now building a new machine for our Coating Service Center in Shanghai. After some delays in the supply chain, the machine is now scheduled to be delivered at the beginning of next year, with start of production in Shanghai in the spring of 2023.
After my recent return from Stuttgart and the annual hy-fcell conference and trade fair for hydrogen and fuel cells, I can confirm that the demand for Impact Coatings’ coating expertise in the segment has never been stronger. With well-established and qualified coating technology for fuel cells together with flexible and scalable production solutions, we can help customers start and scale up their production. It is the case for fuel cells today and in the future also for electrolysis used to produce green hydrogen.
Many of our existing and potential European customers were at the Stuttgart event. The old-fashioned way of meeting at exhibitions has its advantages and has received a boost after the pandemic. We had a well-attended both and a strong team on site with both specialists and sales professionals. We pre-launched the INLINECOATER™ IC2000 at the Stuttgart event – our new coating system for volume production.
Many of our booth visitors were companies that form plates for fuel cells. Component suppliers are gaining increasing responsibility, including managing surface coatings. The trend is apparent in the Hydrogen Solutions business area as well as in Metallization Solutions, which includes radomes and antennas for autonomous safety functions. Coating Services, together with our flexible delivery models and additional service offerings, help us work closer to customers in several dimensions, where we can share our expertise and solutions for scaling up production in an appropriate way for each supply chain.
Europe is well ahead in the development of a hydrogen-based energy system and there are strong driving forces in the EU. One example is the RePowerEU plan, which the EU commission presented in May, including recommended actions aimed at phasing out the EU’s dependence on energy imports from Russia as soon as possible. The Commission recommends, among other actions, production of 10 million tons of renewable hydrogen in the EU plus a goal of 10 million tons of imported hydrogen by 2030, as well as support for the development of three large hydrogen corridors for imports via the Mediterranean, the North Sea, and Ukraine.
Also the USA is investing aggressively in the production of green hydrogen. The Biden administration’s Hydrogen Energy Earthshot 2021 aims to decrease significantly the price of green hydrogen and the Inflation Reduction Act, approved by Congress during the summer, includes substantial tax rebates for green hydrogen and “clean” vehicles. Impact Coatings’ regional President – North America Rob Mamazza has a full schedule speaking with system and stack manufacturers, especially in electrolysis, and tracking new players in the American market.
Our established sales offices now provide close coverage of the major markets driving the hydrogen and fuel cell industry: Europe, North America, South Korea, and China.
With so much focus on hydrogen, we should remain aware of the development in our other key business area: Metallization Solutions. The annual sales volume of vehicle radar systems is today in the range 50-100 million units and is expected to increase continuously when more vehicles include current safety solutions as standard and with an increasing degree of autonomy in the vehicle fleet. There is a consensus that Radar (radio signals), Lidar (laser signals), and camera-based solutions will be combined in future vehicles, for a variety of functions and for redundancy that improves road traffic safety.
Many of today’s radar systems are located behind radomes in the form of the vehicle’s front emblem, for which Impact Coatings has become a supplier of coating systems to leading producers. With regard to antennas, most of today’s radar systems contain so-called patch antennas made of metal. There are strong drivers, however, relating to the antennas’ performance and cost indicating that they will evolve to waveguide antennas made of metal-coated plastic. We are continually improving our technology for metallization of plastic in dialog with customers, and we can supply cost-effective production solutions when volumes of waveguide antennas ramp up.
The positive momentum I am seeing in my contacts with industry customers – for example at the Stuttgart trade fair – and in my conversations with companies active in automotive safety, convince me that Impact Coatings’ products, service offerings and expertise will be in great demand in the future.
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