SOLAR FOODS OYJ INSIDE INFORMATION 23 January 2026, at 01:20 EET
Inside information: Solar Foods Oyj successfully completes a directed share issue of 5,154,691 new shares raising approximately EUR 25 million
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Solar Foods Oyj ("Solar Foods" or the "Company") announced earlier on 22 January 2026 its intention to issue new shares in the Company (the "Shares") in a private placement to GEA Finland Oy ("GEA") as well as to a limited number of institutional investors, certain members of the Company's Board of Directors and management as well as certain co-founders of the Company and certain private individuals in deviation from the pre-emptive subscription rights of the shareholders through an accelerated book-building process (the "Share Issue"). The Board of Directors of the Company has today resolved upon a Share Issue of 5,154,691 Shares pursuant to the authorisation granted by the Annual General Meeting of the Company held on 25 March 2025.
A total of 5,154,691 Shares were subscribed for in the Share Issue for a subscription price of EUR 4.85 per Share. The subscription price represents a discount of approximately 15.2 per cent compared to the closing price of the Company's share on 22 January 2026 on Nasdaq First North Growth Market Finland market place ("First North") immediately prior to the commencement of the Share Issue. The Company expects to receive gross proceeds of approximately EUR 25 million as a result of the Share Issue.
A total of 1,649,484 Shares were allocated to GEA, which had provided the Company with an undertaking to subscribe for Shares for an aggregate subscription price of EUR 8 million. The undertaking ensured that a directed share issue of a size that the Board of Directors deemed appropriate could be executed to secure funding needed for the implementation of the Company's Factory 02 production facility in accordance with the Company's growth strategy.
The subscription price was determined in an accelerated bookbuilding process involving a limited number of institutional investors, the largest shareholder of the Company, certain members of the Company's Board of Directors and management, certain co-founders of the Company and certain private individuals, as well as based on negotiations with GEA. The purpose of the procedure has been to ensure that the subscription price is market based. The subscription price will be credited in full to the Company's reserve for invested unrestricted equity.
"Solar Foods has executed the equity fundraising as planned. This takes us closer to the final investment decision of Factory 02 and allows us to execute our strategy. We want to thank all investors for their support", says Ilkka Saura, CFO of Solar Foods.
After the subscribed Shares have been registered in the Finnish Trade Register, the total number of shares in the Company is expected to be 29,883,733. The subscribed Shares correspond in total to approximately 20.8 per cent of all of the Company's shares and votes immediately prior to the Share Issue and to approximately 17.2 per cent after the Share Issue. The Shares subscribed for by GEA correspond to approximately 6.7 per cent of all of the Company's shares and votes immediately prior to the Share Issue and to approximately 5.5 per cent after the Share Issue.
The Shares are expected to be registered in the Finnish Trade Register on or about 26 January 2026, and trading in the Shares together with the existing shares is expected to commence on First North on or about 27 January 2026. The Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Oy on or about 27 January 2026. The Shares will rank pari passu in all respects with the existing shares of the Company once they have been registered in the Finnish Trade Register and delivered to the investors' book entry accounts.
In connection with the Share Issue, Solar Foods has entered into a lock-up undertaking with DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie"), under which Solar Foods has, subject to certain customary exceptions, agreed not to issue or sell any shares or option rights in Solar Foods for a period of 180 days after the closing of the Share Issue. In addition, members of the Company's Board of Directors and management and their closely associated persons, who participated in the Share Issue, have undertaken, subject to customary exceptions, to not sell their shares or other financial instruments in the Company for a period of 90 days after the completion of the Share Issue.
DNB Carnegie acted as the bookrunner for the Share Issue.
Solar Foods Oyj
Further Information
CFO Ilkka Saura, ilkka.saura@solarfoods.com, tel: +358 10 579 3289
Certified Advisor
DNB Carnegie Investment Bank AB (publ)
About Solar Foods
Solar Foods produces Solein®, a protein created using carbon dioxide and electricity. This innovative production method is independent of weather and climate conditions, eliminating the need for traditional agriculture. Founded in Finland in 2017, Solar Foods is listed on the Nasdaq First North Growth Market Finland. Learn more at www.solarfoods.com and investors.solarfoods.com.
Distribution
Nasdaq Helsinki Ltd
Principal media
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, this release is only addressed to and is only directed at qualified investors and less than 150 private individuals who are not qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
DNB Carnegie acts only for and on behalf of the Company in connection with the Share Issue. DNB Carnegie does not hold any other party as their client or cannot be held accountable to advise other parties than the Company with regards to the Share Issue or other matters referred hereto.
Forward-Looking Statements
This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims", "anticipates", "assumes", "believes", "could", "estimates", "expects", "intends," "may", "plans", "should", "will", "would" and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this 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 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 may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares 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 any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, DNB Carnegie as the sole bookrunner, 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.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
