THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, RELEASED, OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEELAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" IN THE END OF THIS PRESS RELEASE.
The Board of Directors of Heliospectra AB (publ) ("Heliospectra" or the "Company") has today, conditional on the approval of a subsequent extraordinary general meeting, resolved on a rights issue of new shares of approximately SEK 49.5 million before deduction of transactions costs (the "Rights Issue"). The subscription price has been set to SEK 0.10 per share. Those who on the record date are registered as shareholders in Heliospectra will, for each (1) existing share, receive nine (9) subscription rights. Five (5) subscription rights entitle to subscription for one (1) new share in the Company. Heliospectra has received a subscription undertaking from the Company's largest shareholder Weland Stål AB ("Weland") amounting to SEK 30 million, corresponding to approximately 60.6 percent of the Rights Issue. Heliospectra also announce that the Company has raised a loan financing of SEK 10 million from Weland (the "Loan"). Weland has the right and obligation to set-off the Loan as payment for subscribed shares in the Rights Issue.
Notice to the extraordinary general meeting to resolve on the approval of the Rights Issue and amendment of the Company's Articles of Association, which will be held on 30 October 2025, will be announced through a separate press release.
Summary
- The Board of Directors of Heliospectra has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting. The Right Issue is also conditional upon the general meeting resolving to amend the Company's Articles of Association, whereby the limits of the number of shares and the share capital are amended.
- The extraordinary general meeting will be held on 30 October 2025 and the notice will be published through a separate press release.
- If the Rights Issue is fully subscribed, the Company will receive approximately SEK 49.5 million before deduction of transaction costs.
- The subscription price is SEK 0.10 per share.
- Those who on the record date 3 November 2025 are registered as shareholders in Heliospectra will receive nine (9) subscription rights for each (1) share held.
- Five (5) subscription rights entitle to subscription for one (1) new share in the Company.
- The subscription period in the Rights Issue runs from and including 5 November 2025, up to and including 19 November 2025.
- Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 64.3 percent.
- The subscription undertaking from Weland amount to SEK 30 million, consequently the Rights Issue is covered by way of subscription undertaking to approximately 60.6 percent of the Rights Issue.
- Heliospectra has raised a loan financing of SEK 10 million from the Company's largest shareholder. Weland has the right and obligation to set-off the Loan as payment for subscribed shares in the Rights Issue.
Background and reasons
Heliospectra has now successfully finalised the Company's product portfolio with focus on Agtech and greenhouse market, marking an important milestone for the Company. Thus, Heliospectra is well positioned to take the next step in the development and establish itself as a leading player in the industry. To achieve this, increased investments in commercial activities such as marketing and sales are required. The Company is driven by ambition to strengthen its market position and create growth for its products and solutions. A key part of this development is the introduction of HelioSENSE, the Company's patented and unique biofeedback sensor, which further underscores Heliospectra's innovation capabilities and offers growers worldwide a clear added value.
Upon full subscription of the Rights Issue, the Company will receive approximately SEK 49.5 million before deduction of transaction costs. The net proceeds will primarily be used to strengthen the Heliospectra's commercial incentives. This includes strategic investments in marketing efforts, expansion of the sales organization, and increased presence in prioritized markets. It also includes preparatory activities for the planned launch of HelioSENSE in the second quarter of 2026. Additionally, part of the capital will be used to streamline the Company's operational processes and ensure the capacity to meet the growing demand from costumers.
Extraordinary general meeting
Through a separate press release, the Company will convene an extraordinary general meeting to approve the Rights Issue and resolve to amend the Company's Articles of Association, whereby the limits for the number of shares and the share capital are amended. The extraordinary general meeting will be held on 30 October 2025.
The Rights Issue
Shareholders who are registered in the share register in Heliospectra on the record date on 3 November 2025 will receive nine (9) subscription rights for each (1) share held in the Company. Five (5) subscription rights entitle the holder to subscribe for one (1) new share in the Company. The subscription price is SEK 0.10 per share, which means that Heliospectra will receive gross proceeds of approximately SEK 49.5 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights.
Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Heliospectra will increase by 494,710,691, from 274,839,273 to 769,549,964 shares, and the share capital will increase by a maximum of SEK 2,026,878.405534, from SEK 1,126,043.558630 to SEK 3,152,921.964164.
Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 64.3 percent. These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights.
The last day of trading in Heliospectra's shares including the right to receive subscription rights in the Rights Issue is 30 October 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 31 October 2025. The subscription period, with or without the support of share rights, runs from and including 5 November 2025 up to and including 19 November 2025. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from 5 November 2025 up to and including 14 November 2025 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 5 November 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office.
Subscription undertaking
Heliospectra has received subscription undertaking from Weland amounting to a total of SEK 30 million, corresponding to approximately 60.6 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertaking to 60.6 percent of the Rights Issue. The subscription undertaking is not secured by bank guarantees, escrow funds, pledges or similar arrangements. No commission is paid for the subscription.
Loan
The Company has raised a loan financing from Weland totalling SEK 10,000,000. The Loan secures the Company's working capital for the period until the Rights Issue is completed. Weland has a right and obligation to set-off the Loan along with accrued interest as payment for subscribed shares in the Rights Issue. The Loan carries an annual interest rate of four (4) percent and a default interest rate of eight (8) percentage points above the reference rate according to the Swedish Interest Act. In the event that the Rights Issue is not approved by the extraordinary general meeting and the subscription period in the Rights Issue thus does not conclude before January 1, 2026, the Loan shall be repaid in full along with accrued interest on 1 February 2026.
The Board of Directors has assessed the loan terms as market-based ant that raising the Loan is in the interest of both the Company and its shareholders.
Appendix IX information document
Provided that the extraordinary general meeting approves the Board of Directors' resolution and resolve on the amendment of the Company's Articles of Association, an information document containing the information according to Annex IX of the prospectus regulation (Regulation (EU) 2017/1129) will be published by the Company prior to the commencement of the subscription period.
Indicative time plan
The following time plan for the Rights Issue is preliminary and subject to change.
| Extraordinary general meeting to resolve on the Rights Issue and the amendment of the Articles of Association | 30 October 2025 |
| Last day of trading in shares including subscription rights | 30 October 2025 |
| First day of trading in shares excluding subscription rights | 31 October 2025 |
| Record date for the Rights Issue | 3 November 2025 |
| Trading in share rights | 5 - 14 November 2025 |
| Subscription period | 5 - 19 November 2025 |
| Trading in paid subscribed shares (BTA) | 5 November - 1 December 2025 |
| Expected announcement of the outcome in the Rights Issue | 21 November 2025 |
Advisers
MAQS Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue.
Contact Information
For More Information:
Rebecca Nordin, Head of IR at Heliospectra | +46 (0)72 536 8116 | ir@heliospectra.com
http://www.heliospectra.com
This information is information that Heliospectra 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 2025-09-29 19:40 CEST.
About Us
Heliospectra AB (publ) (Nasdaq First North Growth Market: HELIO) was founded in 2006 in Sweden by plant scientists and biologists with one vision - to make crop production more intelligent and resource-efficient. Today, with customers across seven continents, Heliospectra is the global leader in innovative horticulture lighting technology, custom light control systems and specialized services for greenhouse and controlled plant growth environments. Designed by growers for growers, Heliospectra builds customized LED lighting strategies and controls to automate production schedules, forecast yields and monitor crop health and performance with real-time data and response, to deliver the light plants love and the consistent results growers need.
For more information, please visit https://www.heliospectra.com.
Company HELIO is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. 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. 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 an offer, or the solicitation of an offer, to acquire or subscribe for shares or other securities issued by the Company, neither by the Company or anyone else, in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Rights Issue. Within the European Economic Area ("EEA"), no public offering of shares is made in member states other than Sweden. In any other 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.
This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within 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 the 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, within or into the Unites States, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Switzerland, Singapore, South Africa, South Korea, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed 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" who are (i) persons having professional experience in matters relating to investments 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 entities 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 on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. The information contained in this announcement is for background purposes for the Rights Issue 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. Any investment decision to acquire or subscribe for shares in connection with the Rights Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by 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 the Company 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. 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 its date and are subject to change without notice. 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 it is required by law or Nasdaq First North Growth Market's rule book for issuers.
