Cinis Fertilizer announces the final outcome in the Rights Issue
Cinis Fertilizer AB (publ) (”Cinis” or the ”Company”) hereby announces the final outcome in the rights issue of shares, announced on 15 April 2025 (the “Rights Issue”). The Rights Issue has been subscribed to a total of approximately 50.9 percent, of which approximately 15.2 percent was subscribed with subscription rights, approximately 1.6 percent without subscription rights, and approximately 34.0 percent was subscribed by the guarantors who had entered into guarantee undertakings in the Rights Issue. Through the Rights Issue, Cinis will receive proceeds of approximately SEK 73.8 million before deduction of costs related to the Rights Issue. Furthermore, Adam Nawrocki has subscribed for and been allotted all 9,000,000 shares, totalling SEK 9.0 million, in the directed issues of shares resolved by the Company’s Board of Directors on 15 April 2025 and subsequently approved by the extraordinary general meeting on 2 May 2025 (the “Directed Issue”).
The Rights Issue and the Directed Issue form part of the capital raising announced on 15 April 2025 (the “Capital Raise”). The purpose of the Capital Raise is to strengthen the Company’s liquidity and secure working capital financing during the continued ramp-up of the production facility in Örnsköldsvik. Through the Capital Raise, Cinis is expected to receive a liquidity boost of approximately SEK 100.8 million.
Final outcome in the Rights Issue
The subscription period for the Rights Issue ended on 4 June 2025, and the outcome shows that 22,115,856 shares, corresponding to approximately 15.2 percent of the Rights Issue, were subscribed for with subscription rights. In addition, 2,390,175 shares were subscribed for without subscription rights, corresponding to approximately 1.6 percent of the Rights Issue. Consequently, approximately 34.0 percent of the Rights Issue, corresponding to 49,265,435 shares, will be allotted to guarantors under their guarantee undertakings. In total, the Rights Issue was subscribed to approximately 50.9 percent.
Cinis will receive gross proceeds of approximately SEK 73.8 million through the Rights Issue, before deduction of costs related to the Rights Issue, which are estimated at approximately SEK 20.4 million, of which approximately SEK 8.4 million refers to compensation for guarantee undertakings.
As a result of the Rights Issue, the Company’s share capital will increase by SEK 737,714.66, from SEK 797,264.68 to SEK 1,534,979.34, and the number of shares will increase by 73,771,466, from 79,726,468 shares to 153,497,934 shares, corresponding to a dilution effect of approximately 48.1 percent (based on the number of shares before registration of the Rights Issue and the Directed Issue).
Notification of allotment in the Rights Issue
Notifications of allotment of shares subscribed for without subscription rights will shortly be sent out via settlement notes to those who have been allotted shares. Subscribed and allotted shares must be paid in cash in accordance with the instructions on the settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with their respective nominee’s procedures. Allotment of shares subscribed without subscription rights has been made in accordance with the principles outlined in the information document published by the Company on 19 May 2025.
Trading in BTA and New Shares from the Rights Issue
The last day of trading in paid subscribed shares (BTA) is expected to be 19 June 2025. Trading in the new shares subscribed for with and without subscription rights in the Rights Issue is expected to commence on Nasdaq First North Growth Market as of 24 June 2025.
Allotment of Shares in the Directed Issue
Furthermore, Adam Nawrocki has subscribed for and been allotted all 9,000,000 shares in the Directed Issue. As a result, the Company’s share capital increases by SEK 90,000 through the issuance of 9,000,000 shares, corresponding to a dilution effect of approximately 10.1 percent (based on the number of shares before registration of the Rights Issue and the Directed Issue).
Adam Nawrocki has, in accordance with previous communication, also subscribed for and been allotted all shares in the directed issue of 7,200,000 shares resolved by the Company's Board of Directors pursuant to the authorization from the Annual General Meeting on 23 May 2024. Thus, Adam Nawrocki has subscribed for and been allotted a total of 16,200,000 shares through (i) a directed issue of 7,200,000 shares resolved by the Board of Directors based on the authorization from the Annual General Meeting on 23 May 2024, and (ii) the Directed Issue of 9,000,000 shares which was approved by the extraordinary general meeting on 2 May 2025. These directed issues increase the Company’s share capital by SEK 162,000 through the issuance of 16,200,000 shares, corresponding to a dilution effect of approximately 16.9 percent (based on the number of shares before registration of the Rights Issue and the two directed issues).
Advisors
In connection with the Rights Issue, the Company has engaged ABG Sundal Collier and Pareto Securities as Joint Bookrunners. Advokatfirman Schjødt acts as legal advisor to the Company.
For more information, please contact:
Charlotte Becker, IR and Communications Director Cinis Fertilizer
[email protected]
+46 730 37 07 07
Jakob Liedberg, CEO Cinis Fertilizer
[email protected]
+46 768 58 12 86
This information is information that Cinis Fertilizer 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 persons set out above, at 14:43 CEST on 9 June 2025.
About Cinis Fertilizer
Cinis Fertilizer is a Swedish greentech company that produces an environmentally friendly mineral fertilizer, potassium sulphate (SOP), by recycling residual streams from the manufacture of batteries and battery materials, as well as from the pulp and other industries. The patented technology uses half the energy of current production methods and results in a mineral fertilizer with a low carbon footprint. A unique and circular contribution that enables sustainable agriculture. FNCA Sweden AB is the company's Certified Adviser. For more information, visit www.cinis-fertilizer.com.
Important information:
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cinis in any jurisdiction, neither from Cinis nor from anyone else. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed in Annex IX to the Prospectus Regulation.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the Rights Issue only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
The Company considers that it is engaged in activities worthy of protection under the FDI Act. In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must be notified to the Swedish Inspectorate for Strategic Products ("ISP") prior to its realization. An investment may be notifiable if (i) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, after the investment is made, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total voting rights in the Company, (ii) the investor acquires the Company through the investment and the investor any member of its ownership structure or any person on whose behalf the investor is acting, directly or indirectly, would hold 10 per cent or more of the total voting rights in the Company; and iii) the investor, any member of its ownership structure or any person on whose behalf the investor is acting, would acquire through the investment a direct or indirect influence in the management of the Company. An administrative fine may be imposed on the investor if a notifiable investment is made before the ISP has either (i) decided to leave the notification without action or (ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
Forward-looking statements
Matters discussed in this press release may contain forward-looking statements. Forward-looking statements are all statements that do not refer to historical facts and events, as well as statements that refer to the future and for example contain expressions such as "anticipates", "intends", "may', "will", "should", "estimates", "believes", "may", "plans", "continues", "potential", "estimates", "forecasts", "known" or similar expressions. In particular, these statements relate to future results of operations, financial condition, cash flows, plans and expectations of the Company's business and management, future growth and profitability and the general economic and regulatory environment and other circumstances affecting the Company, many of which are in turn based on additional assumptions, such as the absence of changes in existing political, legal, tax, market or economic conditions or in applicable laws (including, but not limited to, accounting principles, accounting methods and tax policies), which individually or in the aggregate could be material to the Company's results of operations or its ability to operate its business. Although the Company believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and may be beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in such forward-looking statements. Accordingly, prospective investors should not place undue reliance on the forward-looking information contained herein, and prospective investors are strongly advised to read those parts of the prospectus that include a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The information, opinions and forward-looking statements contained in this press release is valid only as of the date of this press release and is subject to change without notice.