Scandinavian Enviro Systems announces outcome in the exercise of warrants of series 2025:1
Scandinavian Enviro Systems AB (publ) ('Enviro' or the 'Company') today announces the outcome of the exercise of warrants of series 2025:1, which were issued in connection with the Company's rights issue of units, which was carried out during May-June 2025. In total, 31,681,055 warrants of series 2025:1 were exercised, corresponding to approximately 43.8 percent of the total number of outstanding warrants of series 2025:1, for subscription of 31,681,055 shares at a subscription price of SEK 0.12 per share. Enviro will receive approximately SEK 3.8 million before issuing costs through the exercise of the warrants of series 2025:1.
Background
The subscription period for exercise of the warrants of series 2025:1 took place during the period from and including 1 September 2026, up to and including 15 September 2026. The subscription price per share for exercising the warrants of series 2025:1 was set to SEK 0.12.
In total, 31,681,055 warrants of series 2025:1 were exercised for subscription of 31,681,055 shares, meaning that approximately 43.8 percent of all outstanding warrants of series 2025:1 were exercised for subscription of shares.
Shares that have been subscribed and paid for will be registered on the subscriber's securities depository as interim shares (IA) until registration of the issue has been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in Enviro.
Number of shares, share capital and dilution
Through the exercise of the warrants of series 2025:1, the number of shares in Enviro increases by 31,681,055 shares, from 1,226,053,115 shares to a total of 1,257,734,170 shares. The share capital will increase by SEK 1,267,242.20, from SEK 49,042,124.60 to SEK 50,309,366.80.
For existing shareholders who did not exercise any warrants of series 2025:1, the dilution amounts to approximately 2.5 percent of the number of shares and votes in the Company.
Important information
As the Company is deemed to conduct protected activities under the Swedish Foreign Direct Investment Screening Act (2023:560) (the “FDI Act”), subscription for shares through the exercise of warrants may be subject to review by the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter, “ISP”). If the subscription for shares would result in an investor's holding exceeding the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the votes in the Company, the investor must notify the ISP of its investment in accordance with the FDI Act.
This press release and the information herein are not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the prospectus prepared by the Company in connection with the rights issue and approved by the Swedish Financial Supervisory Authority on 16 May 2025. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of the Company or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Forward-looking statements
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.
For further information, please contact:
Fredrik Aaben, CEO Enviro, +46 (0) 729 70 78 91, fredrik.aaben@envirosystems.se
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
Scandinavian Enviro Systems contributes to enhanced environmental and economic sustainability using a patented technology for the recovery of valuable raw materials from scrapped and end-of-life products, including tires. The production of new tires using carbon black recovered with Enviro’s technology reduces carbon dioxide emissions by up to 93 percent compared to virgin carbon black. Enviro has its head office in Gothenburg. Enviro was founded in 2001 and is listed on Nasdaq First North Growth Market with FNCA Sweden AB, info@fnca.se, as its Certified Advisor. www.envirosystems.se