PowerCell intends to undertake a private placement of shares

The Board of PowerCell Sweden AB (publ) ("PowerCell" or the "Company") has resolved to execute a directed issue of up to SEK 175 million to Swedish and international investors with the option to upsize the issue with an additional up to SEK 75 million (the "Private Placement"). The Private Placement is carried out in accordance with the authorization resolved at the AGM on April 11, 2016, in which the Board was authorized to issue 8,566,774 shares with deviation from the shareholders' preferential right at market terms determined by the Board in consultation with the Company's financial adviser, taking into account a conventional share issue discount.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.  

The subscription price for the shares offered in the Private Placement will be determined by a book building process, which will start no earlier than 17:31 CET on May 3, 2017 and close before the opening of Nasdaq First North Stockholm on May 4, 2017. The book building process may close earlier if the Company so decides. The minimum order has been determined to the number of shares corresponding to EUR 100,000.

Background and rationale
The purpose of the authorization from the Annual General Meeting 2016 to issue new shares is that issues shall be possible for financing the Company's business and industrialization, commercialization and development of the Company's products and markets and/or acquisition of businesses, companies or parts of companies and/or enable a broadening of the owner base of the company.

The reason for deviating from the shareholders' preferential rights in the Private Placement is to broaden the shareholder base and that a directed share issue means lower costs and a faster process which collectively and with sufficient strength indicate that it is in the Company's and the shareholders' interest that the issue is made with deviation from the shareholders' preferential rights.

Pareto Securities AB is appointed Sole Manager and Bookrunner in connection with the Private Placement.

For further information, please contact:

Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: [email protected]

This information is insider information that PowerCell Sweden AB (Publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Financial Instrument Trading Act (1991:980). The information was submitted for publication, through the agency of the contact person set out above, at 17:31 CET on May 3, 2017.

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any Offering of securities referred to in this announcement will only be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State, other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.


Om PowerCell

PowerCell Sweden AB (publ) är Nordens ledande bränslecellsbolag, som utvecklar och producerar miljövänliga elkraftsystem för stationära och mobila kundapplikationer. 

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Marknad Stockholmsbörsen Kortnamn PCELL ISIN-kod SE0006425815 G&W Fondkommission