07 October 2020 01:40

The Board of Directors of Cell Impact AB (Nasdaq First North Growth Market: CI B) ("Cell Impact" or the "Company") has, based on the authorization granted by the annual general meeting on April 16, 2020, resolved on a directed issue of 7,000,000 series B shares at a subscription price of SEK 25 per share (the "Share Issue"), which means that the Company raises SEK 175,000,000 before transaction costs. The subscription price in the share issue has been determined through an accelerated bookbuilding procedure, performed by Carnegie Investment Bank AB (publ) and Stockholm Corporate Finance AB, and corresponds to a discount of approximately 6.7 percent compared to the closing price on Nasdaq First North Growth Market as of October 6, 2020. Several Swedish and international institutional investors, e.g. BNP Paribas Energy Transition Fund, DNB Asset Management (including the funds DNB Miljøinvest, DNB Renewable Energy and DNB Disruptive Opportunities) and Cicero Fonder, participated in the Share Issue.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF CELL IMPACT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

The proceeds from the share issue will be used to finance Cell Impact's continued path towards commercialization and the expansion of the production capacity in the new factory in Karlskoga (Brickegården) in order to pave the way for expanded serial production. Together with existing cash, the proceeds from the share issue are expected to be sufficient to finance the Company's business plan to the beginning of 2022.

The Board of Directors of Cell Impact believes that using the flexibility provided by a directed share issue, and thus deviating from the shareholders' pre-emption rights, is the most appropriate alternative for the Company at this time, allowing it to raise capital in a timely and cost-effective manner, diversify the shareholder base and to finance the Company's continued commercialization. The Board of Directors' assessment is that the subscription price in the share issue is in accordance with market conditions since it has been determined through an accelerated bookbuilding procedure.

Through the Share Issue, the Company's share capital will increase by SEK 810,293.07 from SEK 6,001,069.13 to SEK 6,811,362.20, by new issue of 7,000,000 series B shares, resulting in the total number of shares increasing from 51,842,334 shares to 58,842,334 shares together carrying 6,080,253.4 votes, whereof 217,800 are series A shares together carrying 217,800.0 votes and 58,624,534 are series B shares together carrying 5,862,453.4 votes. The Share Issue results in a dilution of approximately 11.90 percent of the capital and approximately 11.51 percent of the votes for existing shareholders based on the total number of shares and votes in the Company after the Share Issue.

In connection with the share issue, Östersjöstiftelsen as well as members of the Board of Directors and the management team have undertaken to, subject to customary exceptions, not sell shares in Cell Impact for a period of 180 calendar days after the settlement date. Furthermore, the Company has agreed, with customary exceptions, not to carry out any additional issues for a period of 360 calendar days after the settlement date.

For more information, please contact:
Pär Teike,CEO, +46 73-024 06 84 or paer.teike@cellimpact.com.

Advisers
In conjunction with the share issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Sole Bookrunner and Stockholm Corporate Finance AB as Co-manager. Advokatfirman Vinge acts as legal adviser to the Company.

About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell manufacturers. The company has developed and patented a unique method of adiabatic high-speed velocity pressing that enables flow plates with more advanced designs, which in turn creates more cost- and energy-efficient fuel cells when compared to conventional pressing methods.

The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company's Certified Advisor (CA). Contact info: +46 8-528 00 399 or info@fnca.se.

This information is inside information that Cell Impact 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 October 6, 2020 at 23:40 CEST.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cell Impact in any jurisdiction, neither from Cell Impact nor from someone else.

Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Carnegie Investment Bank AB (publ). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

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, and accordingly may not be offered or sold in the United States. The Company will not register any part of the offering in the United States or conduct a public offering of securities in the United States.

The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Japan, South Africa or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Cell Impact has not authorized any offer to the public of securities in any EEA member state and no prospectus has been or will be prepared in connection with the Share 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 and directed to, and any investment or investment activity to which this document relates is available only to, and can only be engaged by, "qualified investors" who are (i) persons having professional experience in matters relating to investments and 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 individuals 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 based on this press release nor act or rely on it.

Forward-looking statements
This press release contains forward-looking statements that reflect Cell Impact's intentions, assessments, or current expectations about and targets for Cell Impact's future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Cell Impact operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Cell Impact believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. Cell Impact does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither Cell Impact nor anyone else undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

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 shares in Cell Impact have been subject to a product approval process, which has determined that such shares 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 "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Cell Impact may decline and investors could lose all or part of their investment; the shares in Cell Impact offer no guaranteed income and no capital protection; and an investment in the shares in Cell Impact 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 (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 shares in Cell Impact.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Cell Impact and determining appropriate distribution channels.

For more information, please contact:

Mr. Pär Teike, CEO, +46 73-024 06 84 or paer.teike@cellimpact.com.

About Cell Impact

Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell manufacturers. The company has developed and patented a unique method of adiabatic high-speed velocity pressing that enables flow plates with more advanced designs, which in turn creates more cost- and energy-efficient fuel cells when compared to conventional pressing methods.

The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company's Certified Advisor (CA). Contact info: +46 8-528 00 399 or info@fnca.se.