Smart Wires Technology Ltd announces the outcome of the Private Placement

Smart Wires Technology Ltd announces the outcome of the Private Placement

May 12, 2021

Smart Wires Technology Ltd (“Smart Wires” or the “Company”), a grid technology company that utilizes advanced power electronics hardware and software to enhance and optimize grid capacity to meet the demands and opportunities of the energy transition, hereby announces the outcome of the private placement  of 30,400,000 new shares represented by  Swedish Depository Receipts (“SDRs“) in the Company directed to Swedish and international qualified investors (the “Private Placement”). The Private Placement was oversubscribed and attracted strong interest from both Swedish and international institutional investors.

The Company has retained Pareto Securities AB as Global Coordinator Bookrunner (the “Manager”) to advise on and effect the Private Placement.

THE PRIVATE PLACEMENT IN BRIEF:

  • As previously announced, the Private Placement comprised 30,400,000 new shares represented by SDRs issued at a price per SDR of SEK 41.5, raising gross proceeds of approx. SEK 1,262 million and reflecting a pre-money valuation of the Company of SEK 2,861 million.[1]
  • In order to cover potential over-allotment in the Private Placement, the Company has committed to, at the request of the Manager, issue additional 4,540,000 new shares in the Company represented by SDRs (the “Additional SDRs”), which is equivalent to up to 15% of the number of SDRs in the Private Placement or up to approx. SEK 188 million (the “Greenshoe Option“).
  • AP4 (The Fourth Swedish National Pension Fund), Erste Asset Management GmbH, Goldman Sachs Asset Management LP, Handelsbanken Fonder AB on behalf of investment funds under management, and funds advised by UBS Asset Management (UK) Ltd, have subscribed for SDRs corresponding to approx. SEK 570 million in the Private Placement.
  • The Company, the major shareholders and members of the Company’s board of directors and management have entered into customary lock-up arrangements for a period of 6 months for the Company and the Company’s major shareholders and 12 months for the members of the Company’s executive management and board of directors after the commencement of trading in the SDRs on Nasdaq First North Growth Market.
  • Following completion of the Private Placement, the Company has 99,332,264 Shares issued if the Greenshoe Option is not exercised, and 103,872,264 shares in issue if the Greenshoe Option is exercised in full.[2]
  • The Private Placement entails a dilution of approximately 31% of the number of shares and votes in the Company if the Greenshoe Option is not exercised, and approximately 34% of the number of shares and votes in the Company if the Greenshoe option is exercised in full.[3]
  • Subject to approval from Nasdaq Stockholm AB, trading in the Company’s shares on Nasdaq First North Growth Market is expected to commence in the week commencing 17 May 2021 under the ticker “GOGRID” (ISIN code: SE0015962345) and settlement of the Private Placement is expected to take place on the third trading day (T+2).

Peter G. Wells, CEO of Smart Wires, comments:

“I am thrilled that we can take this next step in Smart Wires’ journey. I’d like to express my appreciation for the commitment and trust that the cornerstone investors and other potential investors have placed in our long-term ambitions and plans. Becoming a listed company on Nasdaq First North Growth market will allow us to deliver on the growth potential that is possible given the convergence of market demands and our core capabilities. I look forward welcoming our new shareholders as they join and contribute to our exciting growth trajectory.”

STABILISATION MEASURES

The Manager may in a period of 30 days from the first day of listing of the SDRs on Nasdaq First North (the “Stabilisation Period“) effect transactions with a view to supporting the market price of the SDRs at a level higher than what might otherwise prevail, through buying SDRs in the open market at prices equal to or lower than (but not above) the offer price in the Private Placement.

There is no obligation on the Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before expiry of the stabilisation period. Within one week following the expiry of the Stabilisation Period, the Manager will publish an announcement with information as to whether or not it has undertaken any stabilisation activities, including the total number of SDRs sold and purchased, the date at which the stabilisation activities commenced, the date at which stabilisation activities last occurred and the price range within which stabilisation was carried out for each of the dates where stabilisation transactions were made. Any stabilisation activities will be conducted in accordance with the principles set out in the EC Commission Regulation 2273/2003 buy-back programmes and stabilisation of financial instruments, as well as article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

LIQUIDITY PROVISION

Smart Wires has entered into an agreement with Pareto Securities whereby Pareto Securities will act as liquidity provider for the Smart Wires’ share. The liquidity provision is carried out within the framework of Nasdaq First North Growth Market’s liquidity provision rules and entails that the liquidity provider continuously quotes a buy and sell volume corresponding to at least SEK 20,000, with a maximum spread of 4% between the bid and ask price. The purpose is to promote the share’s liquidity, and the liquidity provision commences on the first day of trading.

ABOUT SMART WIRES

Smart Wires conducts grid technology business that helps utilize, modernize, optimize and monetize grid capacity to meet the demands and opportunities of the energy transition. The Company operates in the global transmission grid technology market and is a leader in modular power flow control technology. Power flow control technology controls and directs power flow on high voltage electric transmission systems. Smart Wires serves transmission owners, primarily electric utilities. Transmission owners use power flow controllers to eliminate line overloads by redirecting power to other lines, to reduce transmission congestion, and to enable renewable energy connection and dispatch. Currently, Smart Wires’ main projects are located in Europe, the United States and Australia with upcoming projects in South America and Canada. The Company has a large customer base comprised of utilities globally. For more information, please visit www.smartwires.com.

ADVISORS

Pareto Securities AB is acting as Manager in the Private Placement and in the Listing. Advokatfirman Schjødt is acting as legal advisor to the Company. Baker & McKenzie Advokatbyrå is acting as legal advisor to the Manager.

Lazard & Co., Limited, which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Private Placement or any other matters referred to in this announcement.  Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard &  Co., Limited in connection with the Private Placement, this announcement, any statement contained herein or otherwise.

CONTACTS

Smart Wires’ Certified Adviser is Erik Penser Bank AB, represented by Torbjörn Nordlöf. For more information about Erik Penser Bank AB, see contact details below.

Erik Penser Bank AB, Apelbergsgatan 27, Box 7405, 103 91 Stockholm

E-post, certifiedadviser@penser.se , Tel 08-463 83 00, www.penser.se

IMPORTANT INFORMATION

This press release does not constitute an offer or a solicitation to sell or acquire securities in the Company in any jurisdiction. The contents of this press release have been prepared by the Company and the Company is solely responsible for the contents hereof.

This announcement does not include any offer to the public to subscribe for SDRs or otherwise acquire SDRs or other financial instruments in Smart Wires, whether in Sweden or other jurisdiction. This press release does not constitute a prospectus in accordance with the Prospectus Regulation. Investors should not subscribe or deal in securities referred to in this press release.

Copies of this press release or the information herein may not, wholly or partly, direct or indirect, be distributed or sent to the United States, Australia, Hong Kong, Canada, New Zealand, Japan, Singapore, Switzerland, South Korea or South Africa or any other jurisdiction where such distribution would be illegal or require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

This press release does not constitute an offer to persons in the United Kingdom to acquire securities. No prospectus has been registered, or will be registered, in the United Kingdom regarding the securities mentioned in this press release. In the United Kingdom, this press release and other material concerning the securities mentioned herein may be distributed and directed only to (i) professional investors covered by Article 19 (5) of the Financial Services and Markets Act 2000 (the Financial Promotion) (the “Order”), (ii) high net-worth entities under Article 49 (2) (a) to (d) of the Order, and (iii) other persons to whom the prospectus may be lawfully served (all such persons are collectively referred to as “Relevant Persons“). This press release is addressed only to relevant persons and may not be used or invoked by persons who are not relevant persons. All investments or investment activities to which this press release relates are only available to relevant persons and will only be directed to relevant persons. Persons who are not relevant persons should not take any actions based on this press release, nor rely on it.

This press release does not constitute an offer to persons in Australia to acquire securities. No documentation has been, or will be, lodged with the Australian Securities and Investments Commission as a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the “Corporations Act”). Such document must only be provided to ‘wholesale clients’ as defined in the Corporations Act in Australia. Such document does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. Accordingly: (a) no New shares or other securities may be offered for issue to any person in Australia except to ‘wholesale clients’ as defined in the Corporations Act and in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act; and (b) no share or other securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Hong Kong, Canada, New Zealand, Japan, Singapore, Switzerland, South Korea or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries.

In the EEA Member States, this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any EEA Member State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will only be processed for qualified investors. Persons in any EEA Member State who are not qualified investors should not take any actions based on this press release, nor rely on it.

Forward-looking information

This press release contains certain forward-looking information and statements that reflect the Company’s current views on future events as well as financial and operational developments. Words such as “refer”, “assess”, “expect”, “can”, “plan”, “estimate”, “calculate”, “could” and other expressions that indicate indications or assessments regarding future developments or trends, and which does not relate to historical facts, constitutes forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee regarding future results or development and the actual outcome may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else make any representations about publishing updates or revisions of forward-looking information as a result of new information, future events or similar circumstances other than as provided by applicable mandatory rules and regulations.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the SDRs have been subject to a product approval process, which has determined that such SDRs are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment“). Solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment in respect of the SDRs in the Company has led to the conclusion that: (i) the target market for such SDRs is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR“); and (ii) all channels for distribution of such SDRs to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment“). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the SDRs may decline and investors could lose all or part of their investment; the SDRs offer no guaranteed income and no capital protection; and an investment in the SDRs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the SDRs.

Each distributor is responsible for undertaking its own target market assessment in respect of the SDRs and determining appropriate distribution channels.

[1]  Based on the number of shares in Smart Wires immediately prior to the listing, disregarding the conversion of remaining shares in the Company’s subsidiary Smart Wires Inc to be exchanged for shares in the Company (the pre-money equity value including such converted shares amounts to approx. SEK 2,954 million).

[2] Based on the number of shares in Smart Wires immediately prior to the listing, disregarding the conversion of remaining shares in the Company’s subsidiary Smart Wires Inc to be exchanged for shares in the Company. The corresponding number, including such covered shares, would be 101,585,231 and 106,125,231 shares.

[3] Based on the number of shares in Smart Wires immediately prior to the listing, disregarding the conversion of remaining shares in the Company’s subsidiary Smart Wires Inc to be exchanged for shares in the Company

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