Soltech Energy resolves on a fully guaranteed rights issue of approximately SEK 99 million and announces certain amendments to its financing arrangements
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The Board of Directors of Soltech Energy Sweden AB (publ) ("Soltech", the "Company" or the "Group") has today resolved, subject to the approval of an extraordinary general meeting (the “EGM”), to carry out a fully guaranteed rights issue of approximately SEK 99 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). The purpose of the Rights Issue is to strengthen the Company's liquidity position, improve financial flexibility and provide a stable financial platform for profitable growth. In connection herewith, Soltech’s lenders have agreed to certain concessions and amendments to the Company’s existing financing arrangements subject to fulfilment of certain conditions, including that the EGM approves the Rights Issue.
The Rights Issue forms part of a broader initiative to strengthen Soltech's balance sheet and liquidity position. Together with certain agreed amendments to the Company's existing financing arrangements with Norion Bank and Swedbank, expected to provide liquidity benefits in the near term, the Rights Issue will provide the Company with increased financial flexibility and a stronger foundation for value creation and profitable growth over time.
The Rights Issue in brief
- The Rights Issue comprises not more than 1,984,190,890 new shares in the Company.
- The subscription price has been set at SEK 0.05 per new share, resulting in total issue proceeds of approximately SEK 99 million before transaction costs.
- Shareholders registered in Soltech on the record date for the Rights Issue will receive three (3) subscription rights for each existing share held.
- Two (2) subscription rights entitle the holder to subscribe for one new share.
- The subscription period will run from and including 5 October 2026 up to and including 19 October 2026, or such later date as determined and announced by the Board of Directors.
- The Rights Issue is subject to approval by the EGM, which is expected to be held on or around 29 September 2026.
- Nordic Capital, through Artim Balance BidCo AB (“Artim Balance”), has undertaken to subscribe for its pro rata share of the Rights Issue and has also provided guarantee commitments for the remaining part of the Rights Issue. The Rights Issue is thus fully guaranteed.
Background and motives, amendments to financing arrangements and use of issue proceeds
Over the past several years, Soltech has built a diversified platform of companies across energy solutions, electrical installations, roofing and façade systems. The Group today operates through several complementary business areas serving a broad range of customers and end-markets linked to the energy transition and sustainable built environment.
While market conditions have been challenging in certain segments in recent years, particularly within solar energy, Soltech has continued to position itself to capitalize on future market opportunities. The Board of Directors believes that the Company has a strong foundation for profitable growth over time.
As Soltech enters its next phase of development, the Board of Directors considers it prudent to further strengthen the Company's financial position and liquidity reserves. The Rights Issue is intended to provide increased financial flexibility, support the continued execution of the Company's strategy and position Soltech to capitalize on future market opportunities across its business areas.
As part of this process, the Company's existing lenders, Norion Bank and Swedbank, have agreed to provide certain concessions and amendments to the Company's existing financing arrangements subject to fulfilment of certain conditions, including that the EGM approves the Rights Issue. The concessions and amendments are expected to provide liquidity benefits in the near term and include, among other things, certain amortisation exemptions granted by Swedbank, an interest rate facility with Norion Bank, and extensions of the Company’s existing financing arrangements with Norion Bank and Swedbank up to the end of 2028.
Upon full subscription of the Rights Issue, Soltech will receive gross proceeds of approximately SEK 99 million before transaction costs. The net proceeds are intended primarily to strengthen the Company's liquidity position and financial flexibility.
Subscription undertaking and guarantee commitment
Nordic Capital, through Artim Balance, being Soltech’s largest shareholder, has undertaken to subscribe for its pro rata share of the Rights Issue and has further provided a guarantee commitment for the remaining part of the Rights Issue. The Rights Issue is thus fully guaranteed.
As consideration for the guarantee commitment, Artim Balance will receive compensation corresponding to ten (10) percent of the guaranteed amount. Such compensation will be paid through newly issued shares in Soltech on the same terms as in the Rights Issue (the “Compensation Issue”), subject to resolutions by the EGM. The full terms and conditions of the proposed Compensation Issue will be included in the notice to the EGM which will be announced separately.
The compensation to Artim Balance for its guarantee commitment is subject to approval by the EGM pursuant to the rules for related party transactions stipulated in the Swedish Securities Council’s statement AMN 2019:25. No compensation will be paid for Artim Balance's undertaking to subscribe for its pro rata share of the Rights Issue. The subscription undertaking and guarantee commitment are not secured by bank guarantees, restricted funds, pledges or similar arrangements.
Terms and conditions for the Rights Issue
The Board of Directors of Soltech has today resolved, subject to approval by the EGM, to carry out a fully guaranteed rights issue of approximately SEK 99 million.
Shareholders who on the record date, being 1 October 2026, are registered in the share register maintained by Euroclear Sweden AB as shareholders of Soltech will receive three (3) subscription rights for each existing share held. Two (2) subscription rights entitle the holder to subscribe for one (1) new share. In addition, the possibility is offered to subscribe for shares without subscription rights.
The new shares in Soltech are issued at a subscription price of SEK 0.05 per new share, which corresponds to a discount to the theoretical share price after separation of subscription rights (so called “TERP discount”) of approximately 55.9 percent based on the volume-weighted average price of the Soltech share during the period 13 – 26 August 2026. No brokerage fee is payable.
The existing shares are traded including the right to receive subscription rights up to and including 29 September 2026, and the first day of trading of shares excluding the right to receive subscription rights is 30 September 2026. The subscription period runs from and including 5 October 2026 up to and including 19 October 2026. Soltech’s Board of Directors has the right to resolve to extend the subscription period, which, when applicable, will be announced through a press release as soon as possible after such a resolution has been made.
In the event that not all shares are subscribed for with support of subscription rights, the Board of Directors shall, within the limits for the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without support of subscription rights (i.e., without preferential right), whereby allotment shall be made in the following order. First, to those who have subscribed for shares with support of subscription rights, regardless of whether or not the subscriber was a shareholder on the record date for the Rights Issue, and in the event of oversubscription, pro rata in relation to the number of shares subscribed for with support of subscription rights, and to the extent that this is not possible, by drawing lots. Secondly, to those who have subscribed for shares without subscription rights, and in the event of oversubscription, pro rata in relation to the number of shares notified for such subscription in the notification, and to the extent that this is not possible, by drawing lots. Thirdly, to Artim Balance in its capacity as guarantor of the Rights Issue in accordance with the terms and conditions of the guarantee undertaking.
Through the Rights Issue, Soltech's share capital may increase by not more than SEK 99,209,544.50, from SEK 66,139,696.35 to not more than SEK 165,349,240.85. Through the Rights Issue together with the proposed Compensation Issue, Soltech's share capital may increase by not more than SEK 105,507,954.50, from SEK 66,139,696.35 to not more than SEK 171,647,650.85.
Through the Rights Issue, the number of shares in the Company may increase by not more than 1,984,190,890 shares, from 1,322,793,927 shares to not more than 3,306,984,817 shares, corresponding to a dilution of approximately 60.0 percent for shareholders who choose not to participate in the Rights Issue. Through the Rights Issue together with the proposed Compensation Issue, the number of shares in the Company may increase by not more than 2,110,159,090 shares, from 1,322,793,927 shares to not more than 3,432,953,017 shares, corresponding to a dilution of approximately 61.5 percent for shareholders who choose not to participate in the Rights Issue.
Shareholders who elect not to participate in the Rights Issue have the possibility to fully or partially compensate themselves financially for the dilution effect by selling their subscription rights. Subscription rights that are not exercised for subscription must be sold within the trading period specified below in order not to expire without value.
Preliminary timetable for the Rights Issue
29 September 2026 Extraordinary general meeting to resolve on the approval of the Rights Issue
29 September 2026 Last day of trading in Soltech shares including the right to receive subscription rights
30 September 2026 First day of trading in Soltech shares excluding the right to receive subscription rights
1 October 2026 Record date for the Rights Issue, i.e. shareholders registered in the share register on this date will receive subscription rights
5–14 October 2026 Trading in subscription rights
5–19 October 2026 Subscription period
5–28 October 2026 Trading in paid subscribed shares (Sw. Betalda tecknade aktier)
19 October 2026 Announcement of preliminary outcome of the Rights Issue
22 October 2026 Announcement of final outcome of the Rights Issue
Exemption from mandatory bid obligation
Artim Balance has, through the ruling AMN 2026:28, been granted an exemption from the mandatory bid obligation that could arise from Artim Balance participating in the Rights Issue with its pro rata share and possibly fulfilling its guarantee commitment, as well as through subscribing for shares in the Compensation Issue. The exemption is conditional upon (i) the shareholders of Soltech prior to the EGM being informed of the maximum amount of capital and voting rights that Artim Balance can receive through the participation in the Rights Issue with its pro rata share and possibly fulfilling its guarantee commitment and through subscribing for shares in the Compensation Issue, and (ii) that the Rights Issue is approved by the EGM with support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM, excluding shares held and represented by Artim Balance.
Information on the maximum amount of capital and voting rights that Artim Balance can receive through the participation in the Rights Issue with its pro rata share and possibly fulfilling its guarantee commitment and through subscribing for shares in the Compensation Issue, will be included in the notice to the EGM.
Extraordinary general meeting
The Rights Issue is subject to approval by the EGM, which will be convened separately and is expected to be held on or around 29 September 2026.
Artim Balance, which holds approximately 36.5 percent of the total number of shares and votes in Soltech, has undertaken to vote in favour of the approval of the Rights Issue and amendments of the share and share capital limits in the Company’s articles of association to carry out the Rights Issue and the Compensation Issue.
The Board of Directors will also propose a reduction of the share capital and a related amendment to the share capital limits in the articles of association, in order to create an appropriate capital structure following completion of the Rights Issue and the Compensation Issue, resulting in the quota value per share being reduced from SEK 0.05 to SEK 0.001. Full information regarding the proposal will be included in the notice to the EGM which will be announced separately.
Bridge loan financing
Artim Balance and Soltech have entered into a bridge loan financing agreement under which Artim Balance has committed to lend Soltech a maximum amount of SEK 50 million in tranches of SEK 5 million upon request by the Company. Artim Balance may choose to fulfil its pro rata commitment and guarantee commitment in the Rights Issue by set-off of its claim for repayment of the bridge financing. Any disbursed portion under the bridge financing bears an interest rate per annum of 6 percent and the bridge financing comes with an arrangement fee to Artim Balance amounting to SEK 250,000, subject to approval by the EGM pursuant to the rules for related party transactions stipulated in the Swedish Securities Council’s statement AMN 2019:25.
Share-related incentive programmes
Ahead of the EGM, the Board of Directors will propose the implementation of a new share-related incentive programme, LTI 2026A, for senior executives and other key persons within the Company and its subsidiaries, while Artim Balance will propose the implementation of a new share-related incentive programme, LTI 2026B, for certain members of the Board of Directors. The programmes comprise the issue of a maximum of 308,500,000 warrants in total, corresponding to a dilution of 8.2 percent upon full exercise of the warrants following the completion of the Rights Issue and the Compensation Issue, which will be transferred to the programme participants at market value, and are intended to improve retention and increase the participants’ motivation. The complete terms and conditions will be set out in the notice to the EGM and the related documents, which will be announced separately.
Advisors
SB1 Markets, filial i Sverige acts as Sole Global Coordinator and Bookrunner in connection with the Rights Issue. Snellman Advokatbyrå AB acts as legal advisor in connection with the Rights Issue and related transactions.
For more information, please contact:
Leif Göransson, interim CEO, Soltech Energy Sweden AB
Email: leif.goransson@soltechenergy.com
Pontus Andersson, interim CFO, Soltech Energy Sweden AB
Email: pontus.andersson@soltechenergy.com
This information is information that Soltech Energy Sweden 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, on 2026-08-27 at 7:30 CEST.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves and follow 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 jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities issued by the Company in any jurisdiction, where such offer or such invitation would be considered illegal or require registration or other measures. This press release is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, New Zealand, Russia, Singapore, South Africa, Switzerland, United Kingdom, the United States or any other jurisdiction in which the release, distribution or publication of this press release may be unlawful, would require registration or any other measures in accordance with applicable law.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or in accordance with the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws in the United States. The securities referred to herein have not been approved or disapproved by the United States Securities and Exchange Commission (SEC), any state regulatory authority or any other authority in the United States. Nor have any of the foregoing authorities assessed or expressed their view regarding the securities or the accuracy or completeness of any document. Any representation to the contrary is a criminal offense in the United States. The Company does not intend to register any of the securities referred to herein in the United States or to conduct a public offer of the securities in the United States.
The securities referred to herein have not and will not be registered in accordance with applicable securities law in Australia, Belarus, Canada, Hong Kong, New Zealand, Russia, Singapore, South Africa, Switzerland, or United Kingdom and may not, except in accordance with some exemptions, be offered or sold in or to or for the benefit of any person domiciled, or staying or resident, in Australia, Belarus, Canada, Hong Kong, New Zealand, Russia, Singapore, South Africa, Switzerland or United Kingdom. No public offer of the securities referred to herein will be made in Australia, Belarus, Canada, Hong Kong, New Zealand, Russia, Singapore, South Africa, Switzerland or United Kingdom.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 and its delegated and implemented regulations and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue.
The communication of this press release and any other related documents or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, the following persons in the United Kingdom: (i) “investment professionals”, being persons who have professional experience in matters relating to investments as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth companies and other persons falling within Article 49(2) of the Order; or (iii) any other persons to whom it may otherwise be lawfully made under the Order (all such persons outlined above together being referred to as “Relevant Persons”). Any investment or investment activity to which this press release relates is available only to, and will be engaged only with, persons in the United Kingdom who are Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
An investment decision in view of the Rights Issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may thus be placed by an investor on the information in this press release or its accuracy or completeness. This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company or the issued new shares.
This press release does not constitute a recommendation for any investors’ decisions regarding the Rights Issue. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.
None of the Company or SB1 Markets, filial i Sverige or their related companies or their respective board members, officers, employees, advisers or agents undertake any responsibility to update, supplement, revise or keep the information in this press release current or to provide the recipient of this with additional information that may arise in connection therewith.
Forward-looking statements
This press release contains forward-looking statements relating to the Company’s intentions, assessments or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “consider”, “expect”, “intend”, “estimate”, “anticipate”, “estimate”, “will”, “can”, “presume”, “should”, “could” and, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed 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. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and 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 that are expressly or implicitly contained herein speak only as of the date of this press release and may be subject to change. Neither the Company nor anyone else undertake 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, unless this is required under law or regulation.
About Soltech Energy Sweden AB (publ)
Soltech Energy is a full-service provider with market-leading expertise in solar energy, electrical engineering, façades, roofing contracting, charging infrastructure, and advanced energy storage solutions with integrated smart control systems. Soltech Energy Sweden AB (publ) is listed on the Nasdaq First North Growth Market under the ticker symbol SOLT. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, visit: https://soltechenergy.com
This information is information that Soltech Energy Sweden 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 07:30 CEST.
