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Cavotec SA (publ) (”Cavotec” or the ”Company”) (Nasdaq Stockholm: CCC) has successfully carried out a directed new issue of 12,452,830 shares, at a subscription price of SEK 13.25 per share, entailing raising proceeds of approximately SEK 165 million (the “Share Issue”). The subscription price was determined through an accelerated bookbuilding procedure conducted by Skandinaviska Enskilda Banken AB (”SEB”) as Sole Bookrunner. The Share Issue is subject to a subsequent resolution at an extraordinary general meeting, and a separate notice will be published within short.
The board of directors of Cavotec has, as indicated in the Company’s press release on 22 February 2023, resolved to proceed on a directed new issue of 12,452,830 shares, at a subscription price of SEK 13.25 per share, consequently raising proceeds of approximately SEK 165 million before transaction costs. The issue is subject to a subsequent resolution at an extraordinary general meeting to be held on 17 March 2023, and once approved, be implemented by the board of directors.
The purpose of the Share Issue is to increase financial flexibility to support the company to execute on its strong order book, growth plans and in addition strengthen the Company’s financial position by reducing net debt. Going forward Cavotec remains committed to leverage its market leading positions, with a strong focus on profitability and cash flows, and thereby play a vital role in the technological shift to a more sustainable world.
The board of directors has carefully considered the option to carry out a rights issue in order to raise the requisite proceeds. In the evaluation, the board of directors has considered, among other things, the following factors: that a rights issue, compared to the Share Issue (i) would be significantly more time consuming, which would lead to risks that the Company loses potential growth opportunities, (ii) would entail higher total costs for the Company, mainly due to procurement of a guarantee consortium and prospectus administration etc., (iii) would expose the Company to market volatility, especially considering current market conditions, and (iv) likely would have had to be made at a lower subscription price, which may be to the disadvantage of the shareholders. Against this background, the board of director’s overall assessment is that the reasons for carrying out the Share Issue in this manner overweigh, in this particular case, the principal rule that new share issues shall be carried out with pre-emptive rights for existing shareholders, and that a new share issue with exclusion of the shareholders’ pre-emptive rights is in the interest of the Company’s shareholders.
To ensure that the Share Issue was carried out at market terms, the board of directors appointed SEB to conduct an accelerated bookbuilding procedure to determine the subscription price. As the subscription price was determined through an accelerated bookbuilding procedure, it is the board of directors’ assessment that the subscription price accurately reflects current market conditions and demand.
The Share Issue entails a dilution of approximately 11.7 percent percent of the number of shares and votes in Cavotec. The number of shares and votes in Cavotec will thereby increase by 12,452,830, from 94,014,928 to 106,467,758. The ordinary share capital in the Company will increase by CHF 8,716,981, from CHF 65,970,240 to CHF 74,687,221.
Extraordinary general meeting
An extraordinary general meeting will be convened on 17 March 2023 to resolve on the Share Issue. Some of the Company’s existing shareholders, including Bure Equity and Thomas von Koch together holding approximately 47 percent of the shares and votes in Cavotec, have undertaken to vote in favour thereof at the extraordinary general meeting. A separate notice to the extraordinary general meeting will be published within short.
Financial and legal advisors
Skandinaviska Enskilda Banken is acting as Sole Bookrunner in connection with the Share Issue. KANTER is acting as legal advisor in relation to Swedish law to Cavotec and Bär & Karrer SA is acting as legal advisors in relation to Swiss law.
This information was distributed by MFN https://www.mfn.se/