NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER ACTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN SIVERS SEMICONDUCTOR AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Sivers Semiconductors AB (publ) (”Sivers Semiconductors” or the ”Company”) (Nasdaq Stockholm: SIVE) hereby announces its intention to carry out a directed issue of ordinary shares, corresponding to approximately SEK 125 million, to Swedish and international institutional investors (the ”Directed Issue”). Sivers Semiconductors has appointed ABG Sundal Collier and Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”) to act as Joint Bookrunners (the “Joint Bookrunners”) in connection with the Directed Issue. Furthermore, Sivers Semiconductors announces that the Company has been granted a loan facility from a leading Nordic commercial bank of up to SEK 50 million, which, inter alia, is conditional upon that the Company concludes ongoing negotiations regarding additional approximately SEK 75 million in junior capital. In total, the financing will amount to approximately SEK 250 million and constitutes the Directed Issue, the loan facility and junior capital.
The Directed Issue
The Directed Issue is intended to be carried out by the Board of Directors with deviation from the shareholders’ preferential rights and in accordance with the issue authorization granted by the Annual General Meeting on May 19, 2022. The offer price per share and the total number of new ordinary shares in the Directed Issue will be determined through an accelerated book building procedure, which will commence immediately following publication of this press release. Pricing and allocation of the new shares is expected to take place prior to the commencement of trading on Nasdaq Stockholm at 09.00 CET on April 5, 2023. The settlement date for the Directed Issue is expected to take place on April 11, 2023.
The timing of closing, pricing and allocation in the book building procedure is at the discretion of the Company and the book building procedure may close earlier or later and may be cancelled at any point in time. The Company will announce the outcome of the Directed Issue in a subsequent press release after the book building procedure has been completed.
Conditional loan facility from a leading Nordic commercial bank
Sivers Semiconductors has been granted a conditional loan facility from a leading Nordic commercial bank of up to SEK 50 million. The loan is intended to replace the existing loan facility from Modelio Equity AB and Exelity AB and is intended to be used to strengthen the Company’s liquidity reserve and for general corporate purposes which may include working capital and investments to promote organic growth. The loan facility is, inter alia, conditional upon that the Company concludes ongoing negotiations regarding additional approximately SEK 75 million in junior capital. In total, the financing will amount to approximately SEK 250 million and constitutes the Directed Issue, the loan facility and junior capital.
Background and reasons
The net proceeds from the Directed Issue are intended to be used for working capital and investments to promote continued organic growth within both business units; specifically, within SATCOM and 5G, which includes, inter alia, delivering on the contracts that were entered into in December 2022 and March 2023 with two European satellite communications companies totalling c. SEK 190 million, as well as increased production capacity within Photonics.
As communicated in the press releases on December 2, 2022 and March 17, 2023, respectively, the contracts within SATCOM constitute long-term strategic partnerships which includes the development of multiple types of chips, forming the core of the customers’ next generation of ground terminals and space deployment, as well as contribute to redefining next generation’s communication solutions by enabling ubiquitous connectivity and once-unattainable performance and functionality across a broad range of SATCOM markets, including government, defence, aero, maritime and rail and offer consumer broadband services. The development work under the first contract was initiated in August 2022 and is expected to run until June 2024. Furthermore, the long-term partnership is expected to last long past 2030 with Sivers Semiconductor’s chips being used in a growing number of terminals from 2023 and forward. The development work attributable to the second contract was initiated in March 2023 and will run through to the end of the year.
The Board of Directors is of the opinion that the proceeds from the Directed Issue would contribute to a good balance of different financing sources and that the Directed Issue is positive for the Company’s capital structure and general risk level. The Board of Directors has also considered the possibility to raise the required equity through a rights issue. The Board of Directors has concluded that a rights issue would entail significantly longer execution time and thereby increased market risk exposure compared to a directed issue. In addition, given the market volatility that has been observed during the beginning of 2023, and which is still ongoing, the Board of Directors has assessed that a rights issue would also require significant underwriting commitments from an underwriting syndicate, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments. Moreover, unlike a rights issue, the Directed Issue is expected to broaden the shareholder base and provide the Company with new reputable institutional owners, which the Board of Directors believes will strengthen the liquidity of the shares and be beneficial to the Company. In light of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders’ preferential rights is the most favourable alternative for Sivers Semiconductors and in the best interest of the Company’s shareholders.
As the subscription price in the Directed Issue will be determined through a book building procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.
The Directed Issue is conditional upon, inter alia, the Board of Directors resolving on the Directed Issue by virtue of the issue authorization granted by the Annual General Meeting on May 19, 2022.
Subject to the completion of the Directed Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 180 calendar days after the closing of the Directed Issue. In addition, CEO Anders Storm and CFO Håkan Rippe as well as the Board of Directors of Sivers Semiconductors have agreed not to sell any shares in the Company for a period of 60 days after the closing of the Directed Issue, subject to customary exceptions.
ABG Sundal Collier and Danske Bank act as Joint Bookrunners in connection with the Directed Issue, Setterwalls Advokatbyrå AB acts as legal adviser to the Company and Linklaters Advokatbyrå AB acts as legal adviser to the Joint Bookrunners.
For more information please contact:
Anders Storm, CEO Sivers Semiconductors
Phone: +46 (0)70 262 6390
Email: [email protected]
This information is such that Sivers Semiconductors AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on April 4, 2023 at 17:31 CET.
Sivers Semiconductors AB is a leading and internationally recognized technology company that supplies ICs and integrated modules through its two business areas Wireless and Photonics. Wireless develops mmWave products for advanced 5G systems for data and telecommunications networks and satellite communication. The portfolio includes RF transceivers, beamforming front end ICs, integrated mmwave antennas, repeaters, and software algorithms for optimum mmWave RF performance. Photonics develops and manufactures semiconductor based optical products for optical fiber networks, sensors and optical fiber communications (Li-Fi). The company is listed on Nasdaq Stockholm under SIVE. The head office is located in Kista, Sweden. For more information: http://www.sivers-semiconductors.com
This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, South Africa, Australia or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Canada, Japan, South Africa, Australia or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Directed Issue is being made in the United States, Sweden or elsewhere.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by ABG Sundal Collier and Danske Bank, or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, ABG Sundal Collier and Danske Bank or any of their respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Joint Bookrunners to inform themselves about, and to observe, such restrictions.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Directed Issue. Any investment decision to buy shares in the Directed Issue must be made solely on the basis of publicly available information, which has not been independently verified by ABG Sundal Collier or Danske Bank.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.