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The board of directors of EKOBOT AB (publ) (”Ekobot” or the ”Company”) has today, with relying on the authorisation from the extraordinary general meeting on 22 January 2024, resolved to carry out a new share issue of a maximum of 30,492,634 shares with preferential rights for existing shareholders (the ”Rights Issue”). Upon full subscription in the Rights Issue, the Company will receive issue proceeds of approximately SEK 18.3 million before issue costs. The Rights Issue is carried out in order to secure the Company’s continued development towards commercialisation.
Summary of background and rationale
Ekobot has a system for autonomous and intelligent weeding based on vision and AI technology. In 2023, the company has also designed its own robot platform built to handle field conditions in agriculture. In 2024, the company will secure a commercial validation of the complete robot system. The robotic system will be used for autonomous weeding with paying customers, under commercial conditions and for a full season in order to prove the commercial viability of the system. The rights issue is the basis needed to generate a large number of business opportunities and secure orders for both complete robot systems and subsystems based on the company’s core technology. In 2024, the company will also work with an industrial partner to scale up production capacity and prepare for volume deliveries.
Provided that the Rights Issue is subscribed in full, the net proceeds from the Rights Issue shall be used for:
- SEK 5.1 million for continued research and development of the Company’s products and services, including finalising the system for commercial deliveries.
- SEK 4.6 million for investments in sales, marketing and administration, including securing processes for commercial deliveries.
- SEK 2.3 million to secure capacity for industrial deliveries together with an industrial partner.
- SEK 1.9 million to productise the company’s core technologies to enable sales as separate products.
- SEK 1.1 million to collect data and train the AI model for more crops.
- SEK 3 million to be offset against bridge loans provided by existing and new owners that the company raised in January 2024 to secure momentum and working capital.
Conditions for the Rights Issue
The board of directors of Ekobot has, based on the authorisation from the Extraordinary General Meeting on 22 January 2024, resolved to carry out a new issue of shares with preferential rights for existing shareholders of a maximum of 30,492,634 shares. The main terms of the Rights Issue are presented below.
- Those who are registered as shareholders on the record date of 21 February 2024 will receive 1 subscription right for each existing share held in the Company.
- The last day of trading including the right to receive subscription rights is 19 February 2024 and the first day of trading excluding the right to receive subscription rights is 20 February 2024.
- One (1) subscription right entitles the holder to subscribe for two (2) new shares.
- The subscription rights will be admitted to trading on Nasdaq First North Growth Market from 26 February 2024 until 6 March 2024.
- The subscription price is SEK 0.60 per share.
- The subscription period for the Rights Issue begins on 26 February 2024 and ends on 11 March 2024.
- Upon full subscription of the Rights Issue, 30,492,634 shares will be issued and provide the Company with issue proceeds of approximately SEK 18.3 million before issue costs.
- The Rights Issue is covered to 16.40 per cent by subscription commitments of approximately SEK 3 million from lenders to the Company.
- Shares will be registered on the subscriber’s VP account or securities depository after they have been registered with the Swedish Companies Registration Office, which is expected to take place during week 13 2024.
Subscription and guarantee commitments
Approximately 16.40 per cent of the Rights Issue is covered by subscription commitments of approximately SEK 3 million in accordance with previously entered loan agreements. No compensation is paid for subscription commitments. The subscription commitments are not secured by bank guarantees, blocked funds, pledges or similar arrangements. Further information regarding the parties that have entered into subscription and guarantee commitments will be available in the information memorandum published before the start of the subscription period.
Shares and dilution
If the Rights Issue is fully subscribed, the Company’s share capital will increase by SEK 10,672,421.90 from SEK 5,336,210.95 to SEK 16,008,632.85 and the number of shares will increase by 30,492,634 from 15,246,317 to 45,738,951.
The dilution for shareholders who do not participate in the Rights Issue will amount to a maximum of 66.67 per cent.
Indicative timetable
23 February 2024 | Estimated date of publication of the information memorandum |
19 February 2024 | Last day of trading in the share including the right to receive subscription rights |
20 February 2024 | First day of trading in the share excluding the right to receive subscription rights |
21 February 2024 | Record date for the Rights Issue |
26 February 2024 – 6 March 2024 | Trading in subscription rights |
26 February 2024 – 11 March 2024 | Subscription period |
26 February 2024 – 28 March 2024 | Trading in paid subscribed shares on Nasdaq First North Growth Market |
12 March 2024 | Estimated date for publication of the outcome of the Rights Issue |
Information memorandum
Complete terms and conditions for the Rights Issue, information on subscription commitments and other information about the Company will be set out in the information memorandum that will be published by the Company before the subscription period. The information memorandum and application form will be available on the Company’s website, https://www.ekobot.se/investors/.
Advisors
Eversheds Sutherland Advokatbyrå AB is legal advisor in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent.
Contacts
Jonas Eklind
CEO Ekobot AB (publ) – The evolution of agriculture
jonas.eklind@ekobot.se
Homepage
LinkedIn
About Ekobot
Ekobot AB (publ), based in Västerås, conducts business based on the business concept of developing, manufacturing and selling autonomous agricultural robots that enable efficient precision cultivation where weed management takes place completely without or with minimal use of herbicides. The company’s vision is to provide the agricultural sector with a long-term sustainable alternative for reducing or completely eliminating chemical spraying in crops of crops for human consumption. The company is listed on the Nasdaq First North Growth Market.
For more information, see Ekobot’s website www.ekobot.se
Augment Partners AB, tel. +46 8 604 22 55, e-mail: info@augment.se is the Company’s Certified Adviser.
This information is information that Ekobot is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2024-02-14 08:58 CET.
IMPORTANT INFORMATION
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES ISSUED BY THE COMPANY IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (”EEA”), ANY SECURITIES REFERRED TO IN THIS PRESS RELEASE MAY ONLY BE OFFERED IN ACCORDANCE WITH APPLICABLE EXEMPTIONS IN REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 (THE ”PROSPECTUS REGULATION”). ANY INVITATION TO THE PERSONS CONCERNED TO SUBSCRIBE FOR SHARES IN THE COMPANY WILL ONLY BE MADE THROUGH THE INFORMATION MEMORANDUM THE COMPANY PLANS TO PUBLISH PRIOR TO THE RIGHTS ISSUE.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION, OR AN EXEMPTION FROM REGISTRATION, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION, AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF SUCH SECURITIES IN THE UNITED STATES. THE INFORMATION CONTAINED IN THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH ANNOUNCEMENT, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD BE UNLAWFUL OR WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW. ACTIONS CONTRARY TO THESE INSTRUCTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.
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