The exercise price for the warrants of series 2025:1 in Scandinascription period commences on 1 September 2026
SES
Scandina (“Enviro” or the “Company”) hereby announces that the exercise price for warrants of series 2025:1 has been determined at SEK 0.12. The exercise period for warrants of series 2025:1 commences on 1 September 2026 and continues up to and including 15 September 2026. The last day of trading in the warrants of series 2025:1 is 11 September 2026
During May-June 2025, Enviro carried out a rights issue of units. One (1) unit consisted of four (4) newly issued shares and one (1) warrant of series 2025:1. Each warrant gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series 2025:1 shall be determined at 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market during the measurement period, from 17 August 2026 up to and including 28 August 2026, however not lower than the quota value and not higher than SEK 1.25 per share. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 0.17, therefore, the exercise price for the warrants of series 2025:1 is SEK 0.12. The subscription period for warrants of series 2025:1 runs from 1 September 2026 up to and including 15 September 2026.
If all the warrants of series 2025:1 are exercised, the Company will receive approximately SEK 8.7 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than 15 September 2026 or sells the warrants no later than 11 September 2026. Please note that certain nominees might close their application earlier than 15 September 2026
Complete terms and conditions for the warrants and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 16 May 2025, are available at the Company’s webpage, www.envirosystems.se. The prospectus is also available on the Swedish Financial Supervisory Authority’s webpage, www.fi.se
Summarized terms for the warrants of series 2025:1
- Subscription period: 1–15 September 2026.
- Last day of trading warrants of series 2025:1: 11 September 2026.
- Issue volume: 72,289,156 warrants of series 2025:1 entitling the holders thereof to subscribe for 72,289,156 shares. If all warrants are exercised, the Company will receive up to approximately SEK 8.7 million before issuing costs.
- Exercise price: SEK 0.12, corresponding to 70 percent of the VWAP 17-28 of August 2026.
- Dilution: Upon full exercise of the warrants of series 2025:1, the number of shares will increase by 72,289,156 shares, from 1,203,830,893 to 1,276,120,049, and the share capital will increase by SEK 2,891,566.24, from SEK 48,153,235.72 to SEK 51,044,801.96. In the event that all warrants of series 2025:1 are exercised, the dilution amounts to approximately 5.7 percent of the number of shares and votes in the Company.
Please note that warrants that are not exercised no later than 15 September 2026, or not sold no later than 11 September 2026, will expire without value. For warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants
Nominee-registered warrants (Custody account):
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information
Direct-registered warrants (Securities account):
No issue statement or payment instructions will be distributed. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form
The application form including instructions for payment will be available at the Company’s webpage, www.envirosystems.se, and on Bergs Securities’ webpage, www.bergssecurities.se
Outcome
The outcome of the exercise of warrants will be publishedhave 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
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 Systemscontributes 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, +46 8-528 00 399,info@fnca.se, as its Certified Advisor. www.envirosystems.se
Attachments
The exercise price for the warrants of series 2025:1 in Scandinascription period commences on 1 September 2026
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