Stabilization Notice

STABILIZATION NOTICE

June 11, 2021

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, NEW ZEALAND, JAPAN, SINGAPORE, SOUTH KOREA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE FURTHER REGISTRATION MEASURES. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Pareto Securities AB (“Pareto”), in its capacity as stabilization manager, notifies that stabilization measures have been undertaken in Smart Wires Technology Ltd’s (“Smart Wires” or the “Company”) Swedish depositary receipts (“SDRs”) traded on Nasdaq First North Growth Market.

As announced in connection with the private placement of newly issued shares in the Company represented by SDRs and the listing of the SDRs on Nasdaq First North Growth Market (the ”Private Placement”), Pareto may, but has no obligation to, carry out transactions aimed at supporting the market price of the SDRs at levels above those which might otherwise prevail in the market.

Stabilization transactions may be undertaken on Nasdaq First North Growth Market, in the over-the-counter market or otherwise, at any time during the period from the date of commencement of trading in the shares on Nasdaq First North Growth market, 18 May 2021, and ending no later than 30 calendar days thereafter, and may under no circumstances be conducted at a price higher than the one set in the Private Placement, i.e. SEK 41.5.

The Company has granted the Pareto an over-allotment option which may be utilized in whole or in part for 30 days from the first day of trading on Nasdaq First North Growth Market, to issue up to 4,540,000 new shares in the Company represented by SDRs corresponding to up to 15 percent of the total number of shares in the Private Placement, at a price corresponding to the price in the Offering, i.e. SEK 41.5 per share, to cover any over-allotment in connection with the Private Placement.

Pareto has, in its capacity as stabilization manager, notified that stabilization measures have been undertaken in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 on Nasdaq Stockholm, as specified below. The contact person at Pareto is Marcus Wagner (tel: +46 (0) 8 402 50 00).

Stabilization information

Issuer:

Smart Wires Technology Ltd

Securities:

SDRs (ISIN: SE0015962345)

Offering size (shares):

30,400,000 (including over-allotment)

Over allotment-option (shares):

4,540,000

Offer price:

SEK 41.5

Ticker:

GOGRID SDB

Stabilization manager:

Pareto Securities AB

 

 

 

Stabilization transactions

Date

Quantity (no of shares)

Highest price

Lowest price

Volume-weighted average price

Currency

Trading venue

2021-05-18

2,339,893

38.00

28.28

31.7146

SEK

Nasdaq First North Growth Market

2021-05-19

683,050

31.00

28.27

28.9638

SEK

Nasdaq First North Growth Market

2021-05-20

214,000

30.62

28.80

29.5399

SEK

Nasdaq First North Growth Market

2021-05-21

220,000

30.00

27.60

28.3223

SEK

Nasdaq First North Growth Market

2021-05-24

85,200

29.80

27.40

27.9633

SEK

Nasdaq First North Growth Market

2021-05-25

117,600

30.80

28.00

28.8896

SEK

Nasdaq First North Growth Market

2021-05-26

69,000

30.40

28.60

29.3352

SEK

Nasdaq First North Growth Market

2021-05-27

48,400

29.00

27.40

28.0554

SEK

Nasdaq First North Growth Market

2021-05-28

34,721

29.60

27.60

28.4934

SEK

Nasdaq First North Growth Market

2021-05-31

45,340

31.00

29.00

30.2897

SEK

Nasdaq First North Growth Market

2021-06-01

12,027

32.20

30.80

31.3378

SEK

Nasdaq First North Growth Market

2021-06-02

22,440

32.60

32.00

32.4560

SEK

Nasdaq First North Growth Market

2021-06-03

20,572

34.60

33.60

34.1238

SEK

Nasdaq First North Growth Market

2021-06-04

38,400

35.00

33.60

33.9852

SEK

Nasdaq First North Growth Market

2021-06-07

84,005

34.60

33.40

34.1629

SEK

Nasdaq First North Growth Market

2021-06-08

75,000

35.20

33.40

34.2463

SEK

Nasdaq First North Growth Market

2021-06-09

60,697

35.20

33.80

34.6522

SEK

Nasdaq First North Growth Market

2021-06-10

78,400

35.00

33.20

34.3680

SEK

Nasdaq First North Growth Market

 

 

CONTACTS

Evan Geisert, CFO

Evan.Geisert@smartwires.com +1 (919) 307 9263

Ludvig Gauffin, Hallvarsson & Halvarsson
Ludvig.Gauffin@halvarsson.se, +46 76 109 05 57

Smart Wires’ Certified Adviser is Erik Penser Bank AB, Apelbergsgatan 27, Box 7405, SE-103 91 Stockholm, E-mail: certifiedadviser@penser.se, Tel: 08-463 83 00, www.penser.se.

This information is information that Smart Wires Technology Ltd is obliged to make public pursuant to the EU Market Abuse Regulation. The information in this press release has been made public through the agency of the responsible person set out above for publication at the time stated via the Company’s news distributor Cision at the publication of this press release.

ABOUT SMART WIRES TECHNOLOGY LTD.

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.

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, directly or indirectly, 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 or the SDRs 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, SDRs 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, SDR 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.

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