Invitation to subscription for shares in COT-Clean Oil Technology AB (publ)
November 20 - December 7, 2015
Contents
Offering in summary…………………………………………………………page 3
Invitation to subscription for shares…………………………………page 4
Background and motivation……………………………………………...page 4
President’s statement………..…………………………………………...…page 5
Summary………………………………………………………………………… .page 6
Business operations………………………………………………………….page 8
Market…………………………………………………………………………… …page 9
Financial overview……………………………………………………………page 11
Risk factors……………………………………………………………………….page 13
COT share………………………………………………………………………….page 15
Conditions and directions…………………………………………………page 15
Board of directors and management…………………………………page 18
Definitions and abbreviations
Subscription right
A subscription right is a security that gives the holder
a right to subscribe for shares in a new shares
emission.
Record date
The date at which the shareholder must be registered
at Euroclear to gain preferential rights to subscribe
for shares.
Subscription period
The time period within which subscription for
purchase of share must be made.
Preferential right
Shareholders registered on the record date
have a priority to purchase shares based on their
subscription rights.
Subscription price
The price for newly emitted shares determined by
shareholders’ meeting.
Emission amount
The maximum amount that can be subscribed in a
new shares emission.
Summary of the offer
Preferential right:
Subscription price:
Emission amount:
Record date:
Subscription period:
Trade with subscription
rights:
Emission entity:
Four old shares gives the right to subscribe for three
new shares.
1.00 SEK.
3,165,140 SEK.
November 17, 2015.
November 20 - December 7, 2015.
There will be no trade with subscription rights.
Aktieinvest FK AB.
Dates of financial information
Annual report 2015:
January 29, 2016.
Conditions and directions
Preferential right for subscription
Shareholders of COT on the record date, November 17, 2015, have preferential right
to subscribe for shares in relation to the number of shares owned on the record
date. Four (4) existing shares give four (4) subscription rights, which give right to
subscribe for three (3) new shares.
Subscription price
The subscription price is 1.00 SEK per new share; no brokerage fee is charged.
Record date
The record date at Euroclear Sweden AB (former VPC) for the right to participate in
the emission is November 17, 2015.
Subscription period
Subscription for shares shall be made during the period November 20 - December 7,
2015. Any shares that have not been subscribed with priority will be allotted in
accordance with the board’s decision. After the subscription period, unutilized
subscription rights will, without notification from Euroclear (VPC), be cancelled
from the shareholders’ VP-accounts. The board has the right to prolong the
subscription period.
Invitation to subscription for shares
Hereby, the shareholders of COT are invited, in accordance with the conditions in
this memorandum, to subscribe for shares in the company.
At the shareholders’ meeting in COT Clean Oil Technology AB on November 9, 2015,
a decision was made to issue new shares with a maximum of 3,165,140 shares with
preferential rights for the existing shareholders. Four (4) existing shares that are
held on the record date November 7, 2015, give right to subscription for three (3)
new shares at the price 1.00 SEK per share. Subscription for new shares will take
place during the period from November 20 up to and including December 7, 2015.
After finished new emission, the share capital will increase from 4,220,187 SEK to
maximum 7,385,327 SEK and the number of shares will increase from 4,220,187
shares to maximum 7,385,327 shares. Clean Oil Technology AB will receive new
funds of maximum 3,165,140 SEK before emission expenses, which are estimated to
amount to 90,000 SEK.
The majority of COT’s larger shareholders, all board directors and the
company management has notified their interest to subscribe for
approximately 75% of the shares in the coming emission.
For further information, reference is made to this memorandum, which has been
drawn up by the COT board due to the preferential emission. The COT board is
responsible for the information in the memorandum. It is hereby declared that all
reasonable cautions have been taken into account to ensure that, to the knowledge
of the board, the information in the memorandum agree with the factual
circumstances and that nothing has been left out that could meaningfully affect its
meaning.
Background and motivation
COT has for several years developed its product COT Oil Refiner®. The
commercialization phase has been delayed by complex fine-tuning problems, not
the least regarding biofuels in engine oils, mainly RME-fuels. The problem with
damaging dilutions of engine oils when using biofuels is well known and growing.
The environmental demands from the market force the OEM industry to prepare
engines for biofuels despite the fact that this leads to problems with dilutions, which
most often requires considerably shorter service intervals. Completed verifying
tests show that COT Oil Refiner® removes damaging contaminations from both
hydraulic oils and engine oils. During the current year, a number of rig tests have
shown very good results as regards elimination of water from hydraulic oils. The
modified technology that we now are working with also indicates that we are
approaching a solution to also remove damaging hydrocarbons from engine oils. We
have previously shown the ability to remove hydrocarbons from engine oils, but
unfortunately, the then complicated technology was not sufficiently reliable for field
installations. Together with new production partners within heat transfer
technology; we today believe to be close to a solution also within this area.
During the current year, the company has in parallel developed COT Oil Refiner® to
remove also bound water in hydraulic oils. Water in hydraulic oils is damaging to
hydraulic systems and cause elevated maintenance expenses due to wear and
oxidations. In this case, lower energy input is needed as compared to engine oils.
Also, the hydrocarbons to be removed are less aggressive, since it mainly is question
of removal of water. We have had a very good response from the market where the
problem with in particular bound water in hydraulic oils is well known and quite
common. This is true for both mobile hydraulic units as well as stationary units. The
company has initiated field installations at customers and we hope this will
eventually lead to orders.
The aim with the proposed shares emission is to finance the operation for 2016
when we hope to be able to initiate serial production of the product. The reason for
the board’s decision to limit the new shares emission to only safeguard the
operation for 12 months is that there are a number of factors that can affect the
company’s need for funds after 2016. For example, a successful outcome during
2016 could result in the company’s need to finance increased working capital for the
market launch.
President’s statement
In the previous prospectus for a new shares emission in April 2015 as well as in my
speech at the ordinary shareholders’ meeting, I signaled a coming need for another
emission to safeguard the 2016 operation. We have now reached that point. We knew
then that we would need additional funding for 2016 but my “hidden” hope was that
we would have had so many positive news this year that the emission price would be
well above the one we now propose in this prospectus. A consolation to all the
frustration over elapsed time came to me when reading a book about the leading
Swedish industries’ history. It said: “None of the companies achieved noticeable
commercial success during their first decade. It was a time with change between hope
and resignation”. Fortunately, neither I (during my short tenure as CEO), nor the team
that works with the development of our Oil Refiner, have ever felt any hesitation about
the future of the product. On the contrary, we are continuously strengthened in our
conviction that we have a really great product in the pipeline. We have today a
functioning product but we now direct our work to optimize its function, including
some modifications, before we finalize a model for serial production, which I trust will
take place during 1H 2016.
What we have misjudged is the long decision process employed in the larger
companies we are in contact with. It is hardly “let’s go for it tomorrow” that is valid,
but rather the involvement of many persons before we can get to a field installation.
What make us glad, however, is that none of these larger companies has declined
interest in the product. We are therefore optimistic to be able to establish a common
evaluation project within a fairly short time. We don’t feel stress but rather
impatience: there are several functions that have to participate in a building of a
company. We are confident with our market plan and that we have the right
organization to introduce the product.
During the last month we have laid the foundation for production cooperation with
both a Swedish and a German company for manufacturing of the unit. Both these
companies are leaders within their respective segments and have long experience of
deliveries to e.g. the automotive industry and have all the certifications needed for our
customers. Thereby, COT need not establish its own manufacturing but can focus its
resources on development and marketing of the product. Our long-term tests indicate
that the Oil Refiner does not cause any oxidation of the oil and tests by IFL have
concluded that there are no damaging elements in the air that passes through our
unit.
Our first goal from 2016 is to lay the foundation for a business with balanced cash flow
2017 and that we in 2017 will have the success that we so long have been fighting for.
Magnus Lindstam
SUMMARY
The following summary shall only be regarded as an introduction to the other
sections in this memorandum. A decision to invest in the shares the company is
offering shall be based on the memorandum in its entirety. Anyone who brings a suit
into court of law based on the information in the memorandum may have to pay for
the cost of translation of the memorandum. A person can be made responsible for
information only if such information is included in the summary or the translation,
or left out, and is misleading or wrong as related to the other parts of the
memorandum.
COT Clean Oil Technology AB in brief
COT develops and markets environmental technology to continuously cleaning
lubrication and hydraulic oils during operation. The company holds a patented
method to efficiently solve the problem with fuel dilutions of lubricating oils for
combustion engines as well as with water in hydraulic oils.
The company resides in Gothenburg while technical development and production
take place in Anderstorp. The operating activities will move to Lagan as per January
1, 2016. The company directs its activities towards the European vehicle industry as
well as all forms of hydraulic applications for both mobile and stationary systems.
COT is a public company listed on the Alternativa Marknaden since April 2014.
Business idea
COT shall develop products for continuous cleaning of engine oils and hydraulic oils
and with the product COT Oil Refiner® facilitate the conversion from traditional
fuels and oils to bio-products with least possible environmental harms and with
good economy for the customer.
Products
COT markets the oil cleaner COT Oil Refiner® which is based on COT AB’s patent and
method for supply of energy in order to eliminate unwanted, damaging molecules in
engine and hydraulic oils.
Market
COT’s main markets are estimated to be primarily Europe and North America. The
company is established in USA through the dormant company Clean Oil Technology
Inc.
COT’s three market segments are:
∙ COT Biofuel. Cleaning of biofuels in vehicles, construction machinery and
industrial applications
∙ COT Mobile Hydraulics. Cleaning of hydraulic oils of construction machinery,
forestry machinery, container handling, marine equipment, and others.
∙ COT Industrial Hydraulics. Cleaning of hydraulic oils in stationary machines
both indoors and outdoors.
Organization
Board of directors:
Göran Gummesson (chairman), Björn Algkvist, Kjell ac
Bergström, Claes Kinell and Freddie Linder.
Management:
Magnus Lindstam, President and CEO.
Emission entity:
Alternativa Marknaden i Sverige AB
Auditor:
Peter Sjöberg, PriceWaterhouseCoopers
Largest shareholders:
Fibonacci Growth Capital,
Björn Algkvist
17.3%
Murifeld Invest,
Claes Kinell
16.5%
Alf Almqvist,
including family/company
10.8%
Tom Stendahl
9.4%
COT Clean Oil technology AB’s business
Overview
COT develops and markets patented environmental technology with its product COT
Oil Refiner® which continuously removes damaging liquid dilutions from lubricating
oils and hydraulic oils. The company holds an international patent covering an
efficient solution of the problems with fuel dilutions of lubricating oils in
combustion engines and hydraulic oils.
The company is headquartered in Gothenburg while technical development and
production is located to Anderstorp.
COT’s three market segments are:
∙ COT Biofuel. Cleaning of biofuels in vehicles, construction machinery and
industrial applications
∙ COT Mobile Hydraulics. Cleaning of hydraulic oils of construction machinery,
forestry machinery, container handling, marine equipment, and others.
∙ COT Industrial Hydraulics. Cleaning of hydraulic oils in stationary machines
both indoors and outdoors.
Business idea
COT shall develop products for continuous cleaning of engine oils and hydraulic oils
and with the product COT Oil Refiner® facilitate the conversion from traditional
fuels and oils to bio-products with least possible environmental harms and with
good economy for the customer.
Achievements with COT Oil Refiner®:
∙ Solution of the big problems with fuel dilutions of engine oils and water
dilutions of hydraulic oils
∙ Fewer oil changes and reduced oil consumption give lower down-time costs
∙ Reduced volumes and handling of spent oils
∙ Constantly clean oil reduces engine wear and LCC (Life Cycle Costs) and
improves reliable operation
∙ Facilitates conversion to bio-fuels
∙ Reduced waste
Clean Oil technology Inc.
Clean Oil Technology Inc. is COT’s only daughter company and was formed 2009 as
a natural development of COT AB’s representation by agents in USA for several
years. COT AB hold 92.31% ownership in the US company, which has been dormant
during the last few years, but is expected to relatively soon be reactivated as soon as
COT AB has finished the development of its product for market launch.
Market
COT constantly interacts with future potential customers in order to inform about
its product development work and to collect information that is of importance for
the development and for the correct problem definition on the basis of which the
product will be optimized for market launch. The total market for COT Oil Refiner®
is hard to put a number on since, in theory, it includes all types of vehicles and
machines that use lubricating oil or hydraulic oil. The demand for a solution to
remove water from bio-hydraulic oils is expected to increase rapidly as the requests
to convert to bio-hydraulic oils are strengthened. Likewise, the problem with liquid
dilutions is expected to increase as a consequence of the conversion from fossil fuels
to bio-fuels.
There are all kinds of applications: from marine engines to excavators, city buses,
trucks, ski lifts, cranes, forestry machines, equipment in manufacturing and mining,
gear cases in wind turbines, etc. Everywhere where oil changes are needed as a
consequence of liquid dilutions of oils, COT Oil Refiner® has a market.
Competing products
The information below shows technologies, which, according to the company, in
some form can be considered to be competing. There may be other kind of products,
which, however, are not considered to compete. The company has not found any
product on the market that via energy input removes damaging dilutions from oils.
Sedimentation: When hydraulic oil is not being used but rests still in a tank, a great
part of the water in the oil gravitate to the bottom of the tank where it can be drawn
off. This method will not remove emulated or bound water in the hydraulic oil and is
also not cleaned during operation.
Centrifugation: Separates water from oil with centrifugal force using the difference
in density of water and oil. Free water is removed and partly emulated water but
not dissolved bound water. This solution has limited applications due to high initial
costs and substantial maintenance expenses.
Coalescence: A coalesce separates water droplets from oil and “lock them in” close
to the surface of a filter where the drops merge to a size that make them fall to the
bottom of a tank and then transported away. This method will not remove bound
water in the hydraulic oil. The method also tends to be inefficient when there are
“surf-active” components in the oil.
Absorbing filters: Remove free and emulated water by a super-absorbing filter
impregnated with polymers. These filters are not suitable when dealing with larger
flows and will not remove bound water or strongly emulated water.
Vacuum drying: The oil is brought in contact with vacuum to evaporate water. The
oil may be heated to enhance the evaporation. The risk with this method is that the
heat may remove important additives in the oil and may also result in hydrooxidation of the oil, which has serious negative effects. “Mass transfer vacuum
dehydration” has minimal chemical effects on the oil and can be performed in a
number of variations. This method removes free water and up to 80% of bound
water. The drawback is that it is an expensive method and not suitable for smaller
or medium size hydraulic systems.
Competitive advantages for COT Oil Refiner®
∙
∙
∙
∙
∙
Removes more water than any competing method
Considerably cheaper installation
Minimal maintenance expenses
Requires little space for installation
Removes esters from bio-hydraulic oils
Financial overview
Development 2012 - 2015 (F) 000’s SEK
Year
2012
Revenues
1,618
Result Before Tax
-12,949
Operating Cashflow
-7,093
2013
659
-6,632
-6,136
2014
161
-4,755
-4,943
Forecast 2015
70
-4,100
-3,900
3rd Q report, 2015
Jan - Sep
2015
Income statement
Net sales
Other operating revenues
Jan - Sep
2014
41
10
41
100
Operating expenses
-
3,086
-3,780
Operating result before financial net
-
3,035
-3,638
2
2
40
40
Interest and similar income
Result from financial activities
Result after financial net
-
3,032
-3,599
Net result for the period
-
3,032
-3,599
operations
Balance sheet 000’s SEK
-3,039
-3,063
9-30-15
Assets
Fixed assets
Physical assets
Financial assets
Sum fixed assets
327
493
820
Current assets
Inventory
Receivables
Cash and bank
Sum current assets
1,804
183
1,297
3,284
Total Assets
4,105
Equity and liabilities
Equity
Share capital
Reserves
Retained earnings
Current period’s result
Total Equity
Liabilities
Current liabilities
Total Liabilities
Total Equity and Liabilities
4,180
13,382
-11,109
-3,032
3,421
684
684
4,105
Cash
flow
from
Comment to financial position
Liquidity
During the last year the company has operated with a short term planning. The
reason has been the difficulty in determining the start of commercialization as well
as its volume. The company’s liquidity plan and preparation for future infusion of
funds has been communicated in both the company’s official reports and at the
annual shareholders’ meeting. The current proposal for new shares emission aims
to finance continued operations including development work and start of
production during 2016. At the extra shareholders’ meeting on November 9, 2015, it
was announced that the need for a new shares emission to finance the operation of
2017, would be proposed under the condition that the board judges that the
company’s development follows the established plan. The amount of future
emissions will be determined when a sales plan for 2017 is established.
Working capital
With the business model established by the board, no meaningful increase of the
working capital is expected during 2016. Should a rapid volume growth occur,
increased working capital due to accounts receivables could, however, be needed.
The company does not plan to inventory finished products for any longer periods.
Vendors on a just-in-time basis will supply components.
Equity and liabilities
The company has no long-term external liabilities and no obligations to lending
institutes. In 2014 a control balance sheet was established and the equity was
increased through an emission determined by the annual shareholders’ meeting in
the spring of 2015. On an ongoing basis, the company needs to balance any future
losses with injection of new funds to avoid the obligation to establish a new control
balance sheet.
Risk factors in summary
Without ranking, risk factors are listed below that the board judges could be
important to the future development of the company. All possible risk factors
cannot be described, but a collective evaluation must also include other information
in the memorandum as well as a general assessment of the world around.
Shareholders of corporations always run a risk to loose all or part of the invested
capital.
Company specific risks
Product risks and technical risks
COT operates on a market characterized by elevated technical complexity and high
technical requirements on the company’s products. This entails a risk for the
company that, for example, ongoing tests will not correspond to expectations and
set objectives due to technical shortages of both product and function.
Future needs for financing
The work to prepare COT for larger order volumes as well as the company’s ongoing
product development work and market investments, could become capital
demanding. Unexpected further technology development, prolonged verification
programs and uncertainty about market demand are all factors that make the
estimate of financing need for the next coming years difficult.
Key personnel and recruitment
COT is dependent on being able to engage right competence to establish and
coordinate operations regarding company management, technical development and
market knowledge. This means that recruiting and maintaining key personnel is a
high priority for the company.
Competition
COT Oil Refiner® is based on patented technology to remove damaging dilutions
from oils and is significantly different from other products on the market. That said,
it cannot be excluded that other actors are successful to commercialize and achieve
market acceptance for similar products.
Patent infringement
COT continuously work to guard, develop and protect its IP rights with patent
protection. The original patent to the invention was acquired already in 2000 and a
few years with significant development work the patent protection was
considerably expanded in 2005 - 2006 to encompass both function and method.
Share related risks
Limited liquidity of the COT share
The COT share is traded on the Alternativa Marknaden and has periodically shown
low liquidity with large price swings as a consequence. There is a risk that the trade
of the company’s share will continue to fluctuate and that the difference between
buy and sell quotes can be large.
The share price can be volatile and the share value can decrease substantially
The share price development for both shares of individual companies and the stock
market in general is dependent on factors that COT cannot affect. The price for the
company’s shares may deviate considerably from the subscription price in the new
shares emission.
Non-secured subscription undertakings and emission guarantees
A number of COT’s larger shareholders and a number of persons in the management
have undertaken to subscribe for their proportions of the new shares in the
emission. But the preferential new shares emission is not guaranteed. This means
that there is a risk that the emission will not be subscribed for to a degree necessary
for the board to consider the financing for 2016 to be safeguarded and therefore is
forced to discontinue the ongoing emission, which means that the company is
unable to get the necessary funding for its operations.
COT shares
Shareholders
The company’s 5 largest
shareholders
Name
Fibonacci AB
Muirfield Invest AB
Alf Almqvist & companies
Tom Stendahl
Swedocean
Number of shares
712,330
683,134
433,350
388,878
132,837
Proportion of capital/votes
%
17.3
16.5
10.8
9.2
3.1
COT’s shares are established in accordance with Swedish legislation and are
nominated in SEK. The ISIN code of the shares is SE0000. The shares are accounted
for per person and are affiliated to Euroclear Sweden AB with address: Euroclear
Sweden AB, Box 191, 101 23 Stockholm. The shares nominal value is 0.10 SEK. The
company has only one kind of shares and all shares have the same voting right and
the same right to dividends and surplus of a liquidation. There are no restrictions as
regards free selling of the shares. A change of the shareholders’ rights assumes
changes in the Articles of Association in accordance with current legislation. The
COT share is not - and has not been - object for an official bid or similar offer.
Conditions and directions
Notification
Directly registered shareholders
Shareholders, or representatives of shareholders, who on the record date are
registered in the Share Ledger, will receive an Information Document, an Emission
Specification with an enclosed Payment Slip, a separate Notification Slip, plus a
Subscription Form for subscription of shares without preferential rights. The
Emission Specification shows the number of received subscription rights and the
number of new emitted shares that each eligible person can subscribe for. No VP
notice showing the registration of the subscription rights on the shareholder’s VPaccount will be sent out.
Shareholdings registered with administrator
Shareholder who has the shareholding registered with bank or other administrator
(in a depot) will not receive an Information Document, separate Notification Slip or
Emission Specification from Euroclear. Subscription and payment shall be made in
accordance with the directions from the administrator.
Trading of subscription rights and BTA
There will be no official trading with subscription rights or paid subscribed shares
(BTA).
Subscription and payment with preferential rights
Subscription for shares based on subscription rights shall be made by cash payment
on December 9, 2015, at the latest. Shareholder who has the COT shareholdings
registered at a bank or other administrator will receive information about
subscription and payment from the administrator. Directly registered shareholders
will receive an Information Document, an Emission Specification with Payment Slip
and a separate Subscription Form from Euroclear Sweden AB. Subscription by
payment shall be made with the Payment Slip or with the separate Notification Slip
as stated below:
A) Emission Specification
In case all received subscription rights are used for subscription, only the Payment
Slip shall be used. Subscription for shares with preferential rights is then made by
the execution of the payment with the Slip. The separate Subscription Form shall in
this case not be used. Observe that subscription is binding.
B) Separate Subscription Form
In case not all received subscription rights according to the Emission Specification
are used, the separate Subscription Form shall be used. The shareholder shall then
state the number of shares that shall be subscribed for and the amount on the Form
and the payment notice. Executing the payment notice makes payment. Incomplete
or wrong statement Subscription Form may become left unprocessed. Separate
Emission Form can be found on the company’s web site cot.se and can be received
from Aktieinvest FK AB using the phone number below. A filled out Subscription
Form shall in connection with payment be sent to the following address and be
received by Aktieinvest FK AB on December 7, 2015, at 5.00 pm at the latest.
Observe that subscription is binding.
Address:
Aktieinvest FK AB
SE-113 89 Stockholm, Sweden
Phone: 08-50651795
Fax:
08-50651701
email: emittentservice@aktieinvest.se
Subscription and payment without preferential rights
Shareholders, as well as investors who were not a shareholder on record date, are
invited to send a notice of interest to subscribe for shares based on unused,
remaining subscription rights. Subscription for shares without preferential rights
will take place during the same period as subscription for shares with preferential
right, i.e. during the period November 20 - December 7, 2015. A notice of interest is
made by filling out and signing a “Notice of Subscription for Shares without
Preferential Rights”, which is sent to Aktieinvest FK AB on the above address. No
payment should be made with the notice of interest, but shall be made in accordance
with what is stated below. The Notice of Subscription for Shares without
Preferential Rights must be received by Aktieinvest FK AB on December 7, 2015 at
5.00 pm at the latest. Only one Notice of Subscription for Shares without
Preferential Rights can be sent in. In case several such notices are sent in, only the
latest will be considered. The other notices will thus not be considered. Observe
that subscription is binding.
Allotting principles when subscription without preferential rights
Allotment of shares subscribed for without use of preferential rights will firstly be
made to shareholders who subscribed for shares based on preferential rights. In
case of over-subscription, the board will determine the allotment in according to the
prorate principle. To the extent this cannot be made, the board shall decide on the
allotment. Secondly, allotment shall be made to those who subscribed without use of
preferential rights. In case full allotment cannot be made in relation to the number
of new shares subscribed for by each person, allotment will be made by drawing
lots, unless the board finds special reasons to use another method.
Information on allotment with subscription without preferential rights
Information on a possible allotment of shares subscribed for without use of
preferential rights will be made by sending out a notice of allotment in the form of a
payment notice. Payment shall be made at the latest three (3) bank days after the
issue of the payment notice. No message is given to a person who has not receive
any allotment. If payment is not made in time, albeit the subscription is binding, the
shares may be sold to another party.
Paid subscribed shares (BTA)
Subscription by payment is registered at Euroclear Sweden AB as soon as this can
take place, which normally means a few bank days after payment. Thereafter the
subscriber receives a VP-notice with confirmation that the booking of the BTA has
been made on the subscriber’s VP-account. Paid, subscribed shares are named BTA
on the VP-account until the emission is registered at Bolagsverket.
Registration of shares
As soon as the capital increase has been registered at Bolagsverket. The BTA is
converted to shares without any special notice from Euroclear. No VP-notice is sent
out due to this conversion. Shareholders, who have their holdings registered with an
administrator, will receive information from the administrator.
Publication of subscription result in the new emission
Soon after the subscription period is over, the company will publicize the outcome
of the new shares emission. The publication will be made by a press release and will
be available on the company’s web site.
Important information
With “COT” and “the company” is meant COT Clean Oil Technology AB with
organization number 556598-5362. Alternativa Aktiemarknaden i Sverige AB has
organization number 556634-8222. Swedish law governs this memorandum. Any
dispute related to the content in this memorandum shall be settled in Swedish court.
The offer according to this memorandum is not aimed to persons whose
participation requires additional prospectus, registrations or other actions than
those that follow according to Swedish law. It is the responsibility of each one to
observe any such limitations according to legislation and rules outside of Sweden.
The memorandum may not be distributed to certain countries or within certain
countries, such as USA, Canada, Australia, New Zealand and Japan, where
distribution or offering require additional actions or are unlawful. Swedish law is
exclusively applicable for this memorandum and the offering according to this
memorandum. Any dispute regarding this memorandum shall be settled according
to Swedish law and by Swedish courts. Financial adviser to COT is Alternativa
Aktiemarknaden, which assisted in the company to establish the memorandum.
Alternativa Aktemarknaden does not own any shares in the company. As far as
Alternativa Aktiemarknaden knows, the information in the memorandum is
correctly stated and gives a correct picture of the offering. As far as the company
knows, all information from third part has been correctly represented and no
information has been deleted in a way that would the represented information false
or misguiding.
Board of directors, management, auditors and company founders
Board of directors
Göran Gummesson. Chairman of the Board.
Elected to the board 2012. Shareholdings in COT: 0 shares.
Has held top positions within the industry for more than 30 years; most recently at AB
Volvo Penta.
Kjell ac Bergström. Board member.
Elected to the board 2012. Shareholdings in COT: 65,000 shares.
President of Saab Automotive Powertrain, VP of Fiat GM Powertrain, as well as senior
positions within Saab Automobile AB and Volvo Cars.
Freddie Linder. Board member.
Elected to the board 2012. Shareholdings in COT: 96,040 shares.
Has 40 years experience from the oil industry including prospecting, production and
marketing. Between 1996-2008 VP Marketing of Preem AB.
Björn Algkvist. Board member.
Elected to the board 2011. Shareholdings in COT: 712,330 shares.
Founded the company Intentia AB 1984 where he was the main owner and CEO until the
company was sold in 2004. Founded the private equity company Fibonacci Growth
Capital.
Claes Kinell. Board member.
Elected to the board 2011. Shareholdings in COT: 683,134 shares.
Owner and CEO of Muirfield Invest AB. Has long experience of business development,
technology companies and international start-up companies.
Alf Almqvist. Board member.
Elected to the board 2012. Shareholdings in COT: 433,350 shares.
Founder and owner of the company Fyrkantens Ventilation AB and active shareholder
and board member for several years.
Management
Magnus Lindstam
President and CEO. Shareholding in COT: 114,145 shares.
Has previously been President of the Lindéngruppen AB and AB Wlh Becker. Today also
entrepreneur and management consult.
Auditor
The company’s auditor is PriceWaterCoopers, Lilla Bommen 2, 405 32 Gothenburg, with
Peter Sjöberg as principal resposible auditor.
Other information
Organization number and domicil
COT-Clean Oil Technology AB has organization number 556598-5362 registered with
Bolagsverket on 10-16-2000. The board of directors is domiciled in Gothenburg. The
incorporation form is “Aktiebolag” and is regulated by the law “Aktiebolagslagen”
(2005:551).
The board’s work structure
COT’s board is elected for one year at a time. A Work Instruction established by the
company, including regulations of work distribution between the board and the president
as well as company signing rights and authorization regulations, regulates the board’s
work. None of the board members’ private interests are conflicted with the interests of
the company.
Other information regarding the board and management
None of the board members or management has any private interest that can be in
conflict with COT’s interests. There are now family connections between board members
or management.
Auditors review
The auditors have audited the accounting as per December 31, 2014. The audit report has
not deviated from the standard wording. Remuneration to the auditor is per hour basis.
The auditor has not reviewed the memorandum, nor the quarterly report as per September
30, 2015.
Board fees
Board members receive an annual fee of 40,000 SEK each. The chairman of the board
gets an annual fee of 150,000 SEK.
Remuneration to president
The president invoices monthly 20,000 SEK for his services through a company. The
president holds 100,000 subscription rights in the option program which was determined
at the annual shareholders’ meeting 2015.
Transactions with closely akin
No agreements or transactions have been made with entities akin to the board members or
to the president.
Disputes
COT is not a part of disputes, court procedures, arbitration or other legal procedure that
could have any meaningful affect on the company’s financial result or position. There are
no circumstances known to the board that could lead to such legal proceedings or that
could affect the company’s position in a material way.
Option program
The annual shareholders’ meeting 2015 determined to introduce an option program of
totally 600,000 shares to be distributed on April 30, 2015, at the latest. As per that date
500,000 option rights have been distributed to board members and management. When
exercising these options, with latest mature date December 31, 2017, there will be a
dilution of approximately 9.5% of the shares in the company.
Documents available for inspection
COT’s articles of association, historic financial information and all reports are available
in paper form at the company for inspection during the subscription period.
Financial reports
The company’s annual reports and quarterly reports are available on the company’s web
site: cot.se under the tab “News” and “About the company”