Kebni AB has completed a directed share issue of SEK 55 million
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The Board of Directors of Kebni AB (“Kebni” or the “Company”) has, in accordance with the Company’s press release earlier today, resolved on a directed share issue of a total of 68,750,000 shares of series B, corresponding to approximately SEK 55 million, of which 54,806,632 shares were resolved by the Board of Directors within the authorization granted by the annual general meeting on 6 May 2026 ("Tranche 1"), while 13,943,368 shares were resolved by the Board of Directors subject to approval from a subsequent extraordinary general meeting ("Tranche 2") (the "Directed Share Issue"). The subscription price in the Directed Share Issue has been set at SEK 0.80 per share through an accelerated bookbuilding process conducted by Pareto Securities AB. The Directed Share Issue was oversubscribed and a number of Swedish and international institutional and qualified investors participated, including both new and existing shareholders.
The Directed Share Issue
Based on the outcome of the accelerated bookbuilding process, the Board of Directors of Kebni, in accordance with the Company’s press release earlier today, has resolved on the Directed Share Issue comprising a total of 68,750,000 shares of series B at a subscription price of SEK 0.80 per share. The Board of Directors’ resolution to issue new shares is made (i) partly based on the authorization granted by the annual general meeting on 6 May 2026, for a directed share issue of 54,806,632 shares (Tranche 1), and (ii) partly conditional upon approval by an extraordinary general meeting of the Board’s resolution for a directed share issue of 13,943,368 shares (Tranche 2).
The subscription price represents a discount of approximately 22.9 percent to the one-day volume-weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market on 27 August 2026. The Directed Share Issue amounts to a total of approximately SEK 55 million before transaction costs, of which approximately SEK 44 million will be received through Tranche 1 and approximately SEK 11 million through Tranche 2. The investors in the Directed Share Issue include a number of Swedish and international institutional and other qualified investors.
Provided that Tranche 2 is approved at an extraordinary general meeting, the Directed Share Issue will result in a dilution of approximately 20 percent of the number of shares and approximately 20 percent of the number of votes in the Company. The number of outstanding shares of series B will increase by 68,750,000, from 273,737,861 to 342,487,861 and the number of votes will increase by 68,750,000, from 276,690,881 to 345,440,881. The total number of shares in the Company will increase from 274,033,163 to 342,783,163. The share capital will increase by SEK 4,707,309.13, from SEK 18,763,037.22 to SEK 23,470,346.35.
The Company's largest shareholder, Salénia AB (through 3S Invest AB), was allotted a total of 12,500,000 shares in the Directed Share Issue.
Deviation from the shareholders’ preferential rights
The Board of Directors has considered the possibility of raising capital through a rights issue and considers that, for several reasons, it is currently more advantageous for the Company and its shareholders to raise capital through the Directed Share Issue. A rights issue could have a negative impact on the Company, in particular because (i) it would entail higher costs for the Company, (ii) it would take significantly longer to complete, with increased exposure to potential market volatility and (iii) it would likely need to be carried out at a substantial discount, with a risk of a negative effect on the share price. Furthermore, the Company wishes to expand and strengthen its shareholder base and to further strengthen the liquidity of the Company's shares. In light of the above, the Board of Directors' overall assessment is that it is in the interest of the Company and its shareholders to carry out the Directed Share Issue with deviation from the main rule of shareholders' preferential rights. With regard to the above, the Board of Directors has concluded that the Directed Share Issue, with deviation from the shareholders’ preferential rights, is the most advantageous alternative for the Company to carry out the capital raising.
By determining the subscription price in the Directed Share Issue through a bookbuilding procedure, the Board of Directors further considers that the market terms of the subscription price will be ensured.
Background and rationale for the Directed Share Issue
Kebni is in a growth phase, with strong demand across both of the Company’s business areas, Inertial Sensing and SatCom. Within Inertial Sensing, the Company is seeing several ongoing potential customer and integration projects mature simultaneously, creating a need for increased production capacity and continued development of our IMU products.
Within SatCom, Kebni sees significant growth opportunities in the European market, where the Company believes it is well positioned as one of the few fully EU-based suppliers. Particularly attractive opportunities are seen within the P7 and P9 gimbal platforms, driven by demand for NATO-compatible solutions.
Against this background, Kebni is carrying out the Directed Share Issue to accelerate the Company’s continued growth, support increasing business volumes and enable efficient execution of the Company’s expansion plans.
The net proceeds from the Directed Share Issue are expected to be allocated as follows:
- Development and production scale-up within Inertial Sensing (~45%)
The Company is experiencing strong demand within Inertial Sensing, with a large number of ongoing potential customer and integration processes. As the time from initial customer evaluation to series production typically ranges from 2–4 years, Kebni is now seeing several projects mature simultaneously and has therefore decided to invest in production capacity, with the objective of doubling capacity within the business area. The proceeds will also be used to further develop our IMU products, including Polaris, Arrow and Spear.
- Development of the SatCom portfolio (~35%)
The proceeds will be used to further develop and commercialize the Company’s SatCom portfolio. Kebni believes it is well positioned to gain market share in the European market as one of the few fully EU-based suppliers in the segment. The Company sees particularly strong opportunities for its P7 and P9 gimbal platforms, where demand is driven by NATO-compatible solutions and where the products are expected to generate gross margins above the Company’s current levels.
- Working capital and financial flexibility (~20%)
Finally, a portion of the proceeds will be used to strengthen the Company’s working capital and financial flexibility to support continued growth, manage increasing business volumes and enable efficient execution of the Company’s expansion plans.
Torbjörn Saxmo, CEO of Kebni, comments:
“We are seeing strong momentum across both Inertial Sensing and SatCom, with several customer and integration projects progressing and attractive opportunities emerging in the European defence market. The capital raised through the Directed Share Issue strengthens our ability to act on these opportunities by scaling our production capacity, accelerating the development and commercialization of our product portfolio and providing the financial flexibility needed to support increasing business volumes. We are grateful for the continued support from our existing shareholders and pleased to welcome new investors to Kebni. With this financing in place, we are well positioned to execute on our growth ambitions and take the next step in Kebni’s development.”
Lock-up Commitments
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue any additional shares for a period of 12 months following the announcement of the outcome of the Directed Share Issue. The Company’s Board of Directors and management team have undertaken, subject to customary exceptions, not to sell any shares in Kebni for a period of 3 months following the announcement of the outcome of the Directed Share Issue.
Advisors
Pareto Securities AB is acting as Sole Manager and Bookrunner to the Company in connection with the Directed Share Issue and the bookbuilding procedure. Advokatfirman Lindahl KB is acting as legal adviser to the Company and BAHR Advokatbyrå AB is acting as legal adviser to Pareto Securities AB in connection with the Directed Share Issue.
For further information, please contact:
Johanna Toll-Meyer, CFO
E-mail: ir@kebni.com
This information constitutes inside information that Kebni AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person set out above, at the time specified by Kebni's news distributor at the time of publication of this press release.
Please note that this is an English translation of a press release written in Swedish by Kebni AB (publ), in the event of any inaccuracies, the Swedish version applies.
About Kebni AB (publ)
Kebni has a long history and extensive experience in advanced inertial sensing solutions as well as satellite antenna solutions. The company, headquartered in Stockholm, is a leading supplier of reliable technology, products and solutions for stabilization, positioning, navigation, and safety. Kebni serves products and solutions to government, military, and commercial customers globally.
The company’s share (KEBNI B) is traded on the Nasdaq First North Growth Market. Certified Adviser is G&W Fondkommission. To learn more, visit www.kebni.com.
Important Information
The publication, disclosure or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in jurisdictions where this press release has been published or distributed should inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in each respective jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.
This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Directed 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 the Manager. The information in this press release is published only as background information and does not purport to be complete. An investor should therefore not rely solely on the information contained in this press release or its accuracy or completeness. Pareto Securities is acting for the Company in connection with the Directed Share Issue and not for anyone else. The Manager is not responsible to anyone else for providing the protections afforded to its clients or for providing advice in connection with the Directed Share Issue or any other matter referred to herein.
This press release does not constitute a recommendation regarding any investor’s decision in relation to the Directed Share Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and the information described in this announcement and all publicly available information. The price and value of securities may decrease as well as increase. Past performance is not indicative of future results.
This press release does not constitute an offer to, or an invitation to, acquire 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 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 without such registration, an exemption therefrom, or in a transaction not subject to the registration requirements under the Securities Act. There is no intention to register any of the 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 Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea, the United States or any other jurisdiction where such disclosure, publication or distribution of this information would be contrary to applicable rules or where such action would be subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
This press release does not constitute a prospectus as defined in 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. The Company has not approved any public offering of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In each EEA member state, this press release is only addressed to and 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 relating to the securities referred to herein are being distributed only to, and are directed only 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” (as defined in the UK version of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)-(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 and should not act or rely on it.
The Company considers that it carries out protection-worthy activities under the Foreign Direct Investment Screening Act (the “Swedish FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). According to the Swedish FDI Act, the Company must inform prospective investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must, prior to its completion, be filed with the Inspectorate of Strategic Products (the “ISP”). An investment may be subject to mandatory filing if i) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 per cent or more of the total number of votes in the Company, or iii) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) approved the investment. Each investor should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the Directed Share Issue for the individual investor.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s intentions, assessments, or expectations concerning the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "assumes," "should," "could," and, in each case, the negative thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. As these assumptions are based on estimates and are subject to risks and uncertainties, the actual outcome or result may, for many different reasons, deviate significantly from what is expressed in the forward-looking statements. Such risks, uncertainties, contingencies, and other material factors could cause actual events to differ materially from the expectations expressly or implicitly disclosed in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements contained in this press release speak only as of the date of this press release and may be subject to change. Neither the Company nor anyone else undertakes any obligation to review, update, confirm, or publicly announce any revisions to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or the rules of Nasdaq First North Growth Market.
Information to Distributors
Solely for the purposes of the product governance requirements contained in: (a) 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 the Company have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels as permitted by MiFID II (the “EU Target Market Assessment”). In addition, solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment for the Company’s shares has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all distribution channels for such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s shares is suitable only for investors who do not require 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 bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal, or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it should be noted that notwithstanding the Target Market Assessment, Pareto Securities will only provide 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 UK MiFIR; 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 Company’s shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company’s shares and determining appropriate distribution channels.
This information is information that Kebni AB (publ) 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 2026-08-27 22:40 CEST.