Invitation to subscribe for shares in Savo-Solar s IPO on Nasdaq First North Sweden. 24 February 11 March 2015

Transcription

1 Invitation to subscribe for shares in Savo-Solar s IPO on Nasdaq First North Sweden 24 February 11 March 2015 Marketing brochure Not a prospectus approved by the Finnish Financial Supervisory Authority. Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, New Zealand or Japan or any other jurisdiction in which the distribution or release would be unlawful. We kindly ask you familiarise yourselves with the prospectus relating to the offering before making any investment decisions. The prospectus is available from the subscription locations, Savo-Solar s website ( Mangold Fondkommission AB s website ( and FIM Sijoituspalvelut Oy s website (

2 Invest in a clean future through the unique technology of Savo-Solar What we do Savo-Solar provides solar thermal systems for heating of buildings, industrial processes and domestic hot water. Our solar thermal collectors are up to 15m 2 in size and have unique direct flow absorbers vacuum coated with a highly selective nano-coating with superior optical properties. The collectors with 2 m 2 MPE-absorbers manufactured by us are the most efficient in the world according to our knowledge. 1 Moreover, based on the information available to us, Savo-Solar is the only company able to coat readymade, complete absorbers. The MPE-absorbers and their manufacturing processes are protected by patent applications. Savo-Solar s MPE-panels can utilise up to 90 % of the radiated solar energy. Our collectors offer a high energy density, which is important when there is limited land or roof area available, or the area used is expensive. Our mission is to accelerate the solar economy through the leading technology for competitive energy. Our team consist of international experts in solar thermal technology, selective nano-optical coatings and international business. What we offer Our offering addresses the challenges of continuously rising and unpredictable energy costs, combined with the political dependency and CO 2 -emissions of fossil fuels. With our solar thermal systems you get emission free energy at practically no additional cost to the investment costs, for the following 25 years. We offer our customers clean and fuel free energy, combined with stable, forecastable and low energy costs. Thanks to our solutions our customers can achieve more with less resources. Our focus We focus on large scale industrial applications where the cost of each kwh of energy matters. Such applications include district heating, industrial process heating and energy renovations of large buildings. We have sold and delivered our products to over 17 countries on four continents. Our vision is to be the first-choice supplier to high performance installations on a global scale, offering innovative solutions and supplying the world s most efficient solar thermal systems. 1 Please see the prospectus for further information regarding the efficiency of Savo-Solar s collectors.

3 Market Solar thermal solutions is the global leader in nontraditional renewable energy by installed capacity of 330 GW th. 2 That is more than twice as much compared to total installed electrical capacity of solar cell panels (Photovoltaic). In energy generated it is second only to wind power and is considered to have the highest potential of renewable energy sources in the future. Solar thermal is already in many places competitive compared to conventional heat production. The segment of large to very large installations that Savo- Solar is focusing on and where Savo-Solar s solutions are very competitive, is growing rapidly. These segments include 1) the district heating market, specifically in Denmark and Germany, but also France, Italy, Austria and Finland 2) industrial systems for process heating (e.g. mining and beverage industries) and 3) energy renovations of old multi-storey buildings. These also have less competition, and their customers are strongly focused on the efficiency of the systems. Savo-Solar delivers both collectors and complete systems including design and installations according to customers expectations. Delivering complete systems increases the value added and the turnover of the projects for Savo-Solar. Savo-Solar s main competitors are those who deliver large systems and have their own large area collector production. There are fewer than five such competitors globally. Another segment of growth is building integrated solutions, and as part of that, PVT-systems (photovoltaic thermal produces both electricity and thermal energy). As Savo- Solar uses MPE-absorbers, Savo-Solar s products offer high heat transfer efficiency also in the PVT-segment. This optimises the electricity production of the solar cells while at the same time providing heat energy. 2 Solar Thermal Markets in Europe Trends and Markets Statistics ESTIF, June The world is moving towards a solar energy economy as we can read and see almost daily in media. The sooner this change happens the faster we can reduce the emissions and save our environment by seizing this unlimited energy source. By using the best innovations and most efficient products in solar energy this change can be further accelerated and at the same time the energy cost can be reduced. - Jari Varjotie, Managing Director

4 Message from the Managing Director Dear shareholders and potential investors Savo-Solar s 2 m 2 MPE-collectors are tested by several customers and institutes and have by these tests been proven to be the most efficient collectors on the market. 3 By investing in Savo-Solar s products the customers are securing a predictable and low energy cost for the lifetime of the collectors, on average 25 to 30 years. We have filed patents for the production of absorbers as well as for solutions which further increase the efficiency of solar thermal system installations, and thus even further reducing the roof or land area required for the energy production The people behind Savo-Solar Savo-Solar has an exceptionally strong team for a relatively young company with wide international experience in several areas. The founding members of the team are internationally renowned for their knowledge and experience in vacuum nano-coatings and R&D expertise. After initial development of the products, the company has step by step built competences in other parts of operations as well. The current team includes people who have been working in top management positions in globally operating industrial companies, with expert knowledge in project sales and deliveries as well as in the field of solar heating systems. Additionally, the team has extensive knowledge of the Danish district heating market, as well as the international industrial process heating markets. With this team as foundation, the company is ready for fast growth and capable of turning the technological advantages into a profitable global business. The technology Based on our efficient MPE-absorbers we have developed the largest collector on the market, 15 m 2 in size and optimised it for solar district heating systems. In addition to the collectors, Savo-Solar has the skills, knowledge and experience to design, deliver and install whole solar thermal systems for large-scale projects. Through our The Company is ready for fast growth and capable of turning the technological advantages into a profitable global business. international distribution network and contacts we deliver our collectors and systems to everything from one-family houses to large industrial heating plants. Savo-Solar is very well known and respected in its field with coverage from many magazines and industrial specialists that have named Savo-Solar the most innovative company in the industry. Even though our current focus is on sales and customer operations, we intend to keep this title in the future. We constantly invest in product development in order to maintain the best solutions for the needs of the growing renewable energy market. In addition to further developing the large area system concept we also explore solar thermal cooling. The solar thermal cooling market has the potential to become larger than the solar thermal heating market due to the cooling demand in sunny and hot countries. We believe that with our products, solar thermal energy has taken several steps closer to being a clean energy source able to operate profitably without governmental subsidies. We have successfully entered some of the most competitive markets and see great potential for fast growth in these markets. As a key part of our success, we have a strong international and very motivated team to conquer the world. We now offer you the opportunity to join us in our journey for success and enjoy both the ride and the results of that journey. Welcome to subscribe for shares in Savo-Solar. Jari Varjotie, Managing Director 3 Please see the prospectus for further information regarding the efficiency of Savo-Solar collectors.

5 Subscription terms and information Summary of terms Subscription price 2.00 EUR Subscription period 24 Feb - 11 Mar 2015 Issue size Underwriting Over allotment option Maximum number of new shares Subscribe at: 4,073,700 EUR (1,138,000 EUR of the issue is paid by existing shareholders by setting of their loan receivables from Savo-Solar) The issue is underwritten to 100% 1,500,000 EUR 2,036,850 (if the over allotment option is used in full, 2,786,850) Reasons for the offering and use of proceeds In August and October 2014 Savo-Solar won two large installation contracts of a total of 1.6 MEUR in Denmark, opening up the most important target market for Savo-Solar. With this back-log and the most efficient collectors 4 on the market 5, Savo-Solar has been invited to offer on multiple similar projects. Savo-Solar is therefore in need of capital to invest in production efficiency increasing measures to increase capacity and meet customer demand. Savo-Solar is currently in a restructuring programme that will last until the end of 2018, in which large parts of the debts have been written down to prepare for future development. 6 In light of these considerations Savo-Solar has decided to perform a capital raise of 4.1 MEUR and apply for listing on Nasdaq First North Sweden. In case of oversubscription, current shareholders in Savo-Solar (and for the shareholding of Cleantech Invest Oyj and Clean Future Fund Ky in Savo-Solar, also their shareholders and limited partners) will have first-hand right for allocation of shares in the offering in proportion to their shareholding. The proceeds of the issue will be used for: First priority investments for an increase in capacity, improving the efficiency of production and further product development. Working capital, material inventories and cash reserves to ensure future growth. 4 The 2 m 2 MPE-collectors. 5 Please see the prospectus for complete terms and information regarding the offering. 6 Please see the prospectus for further information regarding the restructuring programme. Time schedule February 19th The prospectus is released February 24th Subscription period starts April 2nd Listing on Nasdaq First North Stockholm FEBRUARY MARCH APRIL March 13th Press release announcing issue results March 11th Subscription period ends

6 Key information on the key risks specific to the Company and its industry Among others, the following risks relate to the Company and its business: The Company has a history of operating losses and the operations may stay unprofitable for an unforeseeable future; the Company is in restructuring programme in accordance with the Restructuring Act The Company's working capital is not sufficient to meet the Company's requirements without further funding If the Company is unable to pay back restructuring debts in accordance with restructuring programme, the debt settlement in the restructuring programme may lapse The Company may not be able to sufficiently protect its intellectual property rights The Company may infringe third party intellectual property rights or claims may be made against the Company on such infringements Potential credit losses may have a material adverse effect on the Company s financial position The expected income from capitalised development costs and intangible rights may prove to be smaller than expected Company may not be able to utilise all tax losses incurred Tekes funding may not be available in the future and may become repayable prematurely The Company may be adversely affected by fluctuations in exchange rates The Company is dependent on its key suppliers and subcontractors availability and delivery schedule The Company may become subject to product liability claims and other claims The Company may be liable to pay compensation based on efficiency warranties given to the customers Technical problems may cause interruptions in the manufacturing process of the Company The Company has so far entered into only two large scale delivery agreements and there is no certainty that the Company will be successful in entering into agreements of the same scale The Company may not reach its financial targets and it will need additional financing in the future The Company may not be able to refinance its debt The Company is reliant on its ability to recruit and retain relevant key personnel The Company is reliant on its ability to find and retain research partners The insurance coverage of the Company may not be comprehensive and the Company may not be fully insured against all risks Hazardous substances are used in the Company s manufacturing process and the Company may need an environmental permit in the future The Company may in the future be involved in litigation and arbitration proceedings There can be changes in the competitive environment which may adversely affect the Company The Company may be adversely affected by changes in the financial markets and economic conditions generally The Company may be adversely affected by fluctuations in interest rates Risks relating to the securities Among others, the following risks related to the Shares and the Offering: The FN Listing may not occur in the contemplated time schedule or at all If the FN Listing does not take place, class B shares in the Company may not be converted into class A shares and the Company s Shareholders Agreement may not be terminated An active public market for shares in the Company may not develop, which may lead to price volatility and the lack of liquidity The market price of the Shares could fluctuate considerably and the price of the Shares could fall below the subscription price The amount of possible future dividends to be distributed to shareholders is not certain and the Company cannot distribute funds to shareholders during the period of the restructuring programme The Company's concentrated ownership could affect the market price and liquidity of the Shares; the Company's majority shareholders can significantly influence the governance of the Company, and the interests of the Company's majority shareholders may differ from the interests of the Company's minority shareholders Dilution of the shareholding Subscriptions are irrevocable, except under certain limited circumstances Holders of Shares in the Company registered in custodial nominee accounts may not be able to exercise their voting rights Future issues or sales of a substantial number of Shares or rights entitling to Shares could have a negative effect on the market price of the Shares and cause dilution Investors in the Swedish Offering may be adversely affected by fluctuations in foreign exchange rates There is no certainty that all parties that have entered into subscription undertakings and underwriting commitments will fulfil their obligations towards the Company