Unibap

Summary

• The Board of Directors of Unibap has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting.
• The net proceeds from the Rights Issue are intended to be used for the following purposes listed in order of priority; (i) repayment of loans, (ii) continued technology development, with the immediate goal of reaching TRL9 for iX10 in 2024, but generally to maintain technology leadership, (iii) increased delivery capability to match customer demand, with the near-term goal of reaching a capacity of 100 units per year, (iv) continued marketing to win qualification projects, and eventually convert these to constellation projects and (v) support the current operations' requirements for working capital.
• If the Rights Issue is fully subscribed, the Company will receive approximately SEK 85.1 million before deduction of transaction costs.
• Upon full exercise of warrants of series 2023/2024, the Company will receive up to approximately SEK 44.7 million.
• The subscription price is SEK 29.0 per unit, corresponding to SEK 2.9 per share. The warrants are issued free of charge.
• Each warrant of series 2023/2024 entitles the holder to subscribe for one (1) new share in the Company during the period 17 September 2024 up to and including 1 October 2024. The subscription price for subscription of shares with the support of warrants of series 2023/2024 will correspond to 70 percent of the volume-weighted average price in the Company's share during the period from and including 2 September 2024 up to and including 13 September 2024. However, the subscription price can at minimum amount to SEK 0.14[1] per share and at maximum amount to SEK 5.08 per share.
• All existing shareholders will receive one (1) unit right for each share owned on the record date on 4 October 2023. Four (4) unit rights entitle to subscription for one (1) unit, consisting of ten (10) newly issued shares and three (3) warrants of series 2023/2024.
• The subscription period in the Rights Issue runs from and including 6 October 2023, up to and including 20 October 2023.
• The subscription commitments from existing shareholders and persons from the Board of Directors and senior management amount to approximately SEK 37.2 million, corresponding to approximately 43.7 percent of the Rights Issue. In addition, the Company has received guarantee commitments amounting to approximately SEK 47.9 million, which corresponds to 56.3 percent of the Rights Issue. Accordingly, 100 percent of the Rights Issue is covered by subscription commitments and guarantee commitments.

Background and reasons

During 2022 and 2023, Unibap has focused its efforts on technology development, business development and market development. Within the framework of technology development, Unibap has successfully reached Technology Readiness Level 9 (TRL9) for its SpaceCloud® iX5 in 2022. Within business development, Unibap has expanded its delivery capability with new cleanroom facilities for testing and production. The Company has also won constellation deals (volume deals) for its established iX5 solution, as well as qualification projects for its newly developed iX10 solution.

Unibap will continue to focus on technology development, business development and market development. Within the framework of technology, Unibap estimates that the next generation SpaceCloud® iX10 will reach TRL9 in 2024. Within business development, work is ongoing to increase the delivery capacity to 100 units per year before the end of 2024. Within marketing, the Company intends to continue winning qualification projects, and in the long term convert these into constellation projects (volume deliveries).

In parallel, activities are ongoing to further demonstrate the unique capabilities of SpaceCloud® solutions to customers. This is done through advanced demonstrations together with the European Space Agency (ESA) and D-orbit, as well as through collaborations with other international space agencies and partners.

The space market is expected to grow driven by geopolitical reasons, such as monitoring critical infrastructure, as well as environmental and climate reasons, such as forest fires and floods. Unibap is active in the market for space computers, which is expected to grow in line with the space market.[2] Within the space computing market, Unibap operates in the smaller but faster growing sub-segment of Edge Computingbased on COTS (Commercial Off-The-Shelf) solutions, whose share of the total space computing market is projected to increase.[3]

The Company assesses that Unibap currently holds a distinct technologically leading position through its radiation-tolerant SpaceCloud® solutions, which has been manifested through the Company's extensive technology demonstrations and subsequently verified by customers through qualification projects and by the first constellation projects.[4] In order to maintain its current position and effectively exploit the identified market opportunity, Unibap is required to continue investing in technological leadership and further market development. At the same time, a continuous increase in delivery capacity is required to adequately meet the demand of the Company's products.

Use of proceeds

If the Rights Issue is fully subscribed, the Company will receive approximately SEK 85.1 million before deduction of transaction costs. Given the Company's current business plan and considering the abovementioned background, the Company will use the net proceeds for the following purposes listed in order of priority:

• Approximately 36 percent will be used for repayment of loans.
• Approximately 31 percent will be used for continued technology development, with the immediate goal of reaching TRL9 for iX10 in 2024, but generally to maintain technology leadership.
• Approximately 8 percent will be used for increased delivery capability to match customer demand, with the near-term goal of reaching a capacity of 100 units per year.
• Approximately 5 percent will be used for continued marketing to win qualification projects, and eventually convert these to constellation projects.
• Approximately 20 percent will be used to support the current operations' requirements for working capital.

Upon full exercise of the warrants of series 2023/2024 at the maximum subscription price of SEK 5.08, the Company is expected to raise up to an additional approximately SEK 44.7 million. The net proceeds from the warrants of series 2023/2024 will be used for technology development, business development and further market development.

Extraordinary general meeting

Through a separate press release, the Board of Directors convenes an extraordinary general meeting to be held on 2 October 2023 to approve the Rights Issue, amendment of the articles of association's limits for share capital and number of shares as well as an authorization for the Board of Directors to resolve upon issuance of warrants and shares.

The Rights Issue

Shareholders who are registered in the share register in Unibap on the record date on 4 October 2023 will receive one (1) unit right for each share held in the Company. The unit right entitles the holder to subscribe for units. Four (4) unit rights entitle the holder to subscription for one (1) unit. One (1) unit consists of ten (10) newly issued shares and three (3) warrants of series 2023/2024. The subscription price is SEK 29.0 per unit, corresponding to SEK 2.9 per share (the warrants are issued free of charge), which means that Unibap will receive gross proceeds of approximately SEK 85.1 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 for units without the support of unit rights.

Each warrant of series 2023/2024 entitles the holder to subscribe for one (1) new share in the Company during the period 17 September 2024 up to and including 1 October 2024. The subscription price for subscription of shares with the support of warrants of series 2023/2024 will correspond to 70 percent of the volume-weighted average price in the Company's share during the period from and including 2 September 2024 up to and including 13 September 2024. However, the subscription price can at minimum amount to SEK 0.14[5] per share and at maximum amount to SEK 5.08 per share.

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 Unibap will increase by 29,345,850, from 11,738,342 to 41,084,192 and the share capital will increase by a maximum of SEK 3,968,257.813141, from SEK 1,587,303. 395704 to SEK 5,555,561.208845.

Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 71.4 percent (calculated on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received unit rights.

Upon full exercise of the warrants of series 2023/2024 covered by the Rights Issue, the number of shares will increase by 8,803,755 and the share capital will increase by SEK 1,190,477.343942 provided that the Rights Issue is fully subscribed, corresponding to a dilution effect of approximately 17.6 percent of the total number of shares and votes in the Company.

The last day of trading in Unibap's shares including the right to receive unit rights in the Rights Issue is 2 October 2023. The shares are traded excluding the right to receive unit rights in the Rights Issue as of 3 October 2023. The subscription period, with or without the support of unit rights, runs from 6 October 2023 up to and including 20 October 2023. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from 6 October 2023 up to and including 17 October 2023 and trading in BTUs (paid subscribed unit) will take place on Nasdaq First North Growth Market during the period from 6 October 2023 until the registration of the shares with the Swedish Companies Registration Office.

The complete terms and conditions of the Rights Issue and information about the Company will be presented in a prospectus that is expected to be published on the Company's website around 5 October 2023.

Subscription commitments and guarantee commitments

Some of the Company's shareholders as well as members of the Board of Directors and senior management, including Johan Åman (CEO), Ingrid Engström (Chairperson) and Andras Vajlok[6] (board member), have undertaken to subscribe for units in the Rights Issue. These subscription commitments amount to, in aggregate, approximately SEK 37.2 million, corresponding to approximately 43.7 percent of the Rights Issue.

In addition to the subscription commitments, certain guarantors, including existing shareholders Cidro Förvaltning AB and Andras Vajlok, have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 47.9 million, which corresponds to approximately 56.3 percent of the Rights Issue. Accordingly, 100 percent of the Rights Issue is covered by subscription commitments and guarantee commitments.

A guarantee fee will be paid to the guarantors, based on current market conditions, of ten (10) percent of the guaranteed amount in cash. A guarantee fee of eight (8) percent will be paid for the guarantee commitments from the existing shareholders Cidro Förvaltning AB and Andras Vajlok (i.e. for the portion of their respective commitments that exceeds said shareholders' pro rata portion of the Rights Issue). Besides the guarantee fee, no fee is paid for submitted subscription commitments from existing shareholders or members of the Board of Directors and senior management. Neither the subscription commitments nor the guarantee commitments are secured through bank guarantees, restricted funds, pledged assets or similar arrangements.

Further information regarding the parties who have entered into subscription commitments and guarantee commitments will be presented in the prospectus that will be made public before the commencement of the subscription period.

Lock-up undertakings

Prior to the execution of the Rights Issue, all members of the Board of Directors and senior management of the Company which are shareholders in the Company have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the settlement date in the Rights Issue.

In addition, the Company's largest shareholder, Cidro Förvaltning AB, has entered into a lock-up commitment that expires 90 days after the settlement date of the Rights Issue.

Furthermore, the Company has undertaken towards Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of 12 months after the end of the subscription period.

Indicative timeplan

Advisers

Pareto Securities is Sole Manager and Bookrunner, Advokatfirman Schjødt is legal adviser to the Company and Baker McKenzie Advokatbyrå is legal adviser to Pareto Securities in connection with the Rights Issue.

[1] The quota value in the Company's share is approximately SEK 0.135224 and the minimum subscription price has for settlement technical reasons been rounded to the nearest whole Swedish öre above the quota value.

[2] MarketsandMarkets - Space on-board computing platform market - 2022

[3] BIS Research 2022 (Global Space-Based Edge Computing Market)

[4] 2022 NASA State-of-the-Art Small Spacecraft Avionics

[5] The quota value in the Company's share is approximately SEK 0.135224 and the minimum subscription price has for settlement technical reasons been rounded to the nearest whole Swedish öre above the quota value.

[6] Directly and indirectly through companies.