Scandinavian Enviro Systems has approved a second SEK 5 million drawdown under its convertible loan agreement with Nordic Restructuring and Growth Capital 1 (NRGC), following a new waiver of certain disbursement conditions
The proceeds will be used for general corporate purposes, with payment expected during week 45. The waiver applies only to this drawdown, as Enviro’s company reorganisation is still ongoing. The reorganisation administrator has consented to the additional borrowing.
The convertible loan agreement, signed on 26 August 2026, provides for financing of up to SEK 100 million through two facilities: facility I, worth SEK 35 million, is primarily intended to fund the company’s reorganisation, while facility II provides SEK 65 million for general corporate purposes.
The agreement allows Enviro to request interest-free convertible loans in tranches of up to SEK 5 million over a 36-month period. NRGC can subsequently request conversion of the loan amounts into newly issued shares, while Enviro must issue warrants to NRGC in connection with each drawdown.
The latest transaction follows an initial SEK 5 million drawdown under facility II, announced on 19 October. NRGC requested conversion of the full amount two days later, resulting in a directed issue of 62.5 million shares at SEK 0.08 per share and 2.5 million warrants. The shares were issued through a set-off against the loan, fully settling the first drawdown.
Under the second drawdown, NRGC will have 24 months from disbursement to request conversion of all or part of the loan into shares. The conversion price will be set at 95% of the average of the three lowest daily volume-weighted average prices during the ten trading days preceding the conversion request, subject to a minimum equal to the share’s quota value. The resulting dilution will depend on the conversion price at the time of conversion.
Enviro’s board also intends to issue 2.5 million warrants to NRGC free of charge. Each warrant will entitle NRGC to subscribe for one new share at a price corresponding to 150% of the volume-weighted average share price on the trading day preceding the drawdown request, subject to the same minimum quota value, with further details expected when the board approves the warrant issue in connection with the disbursement.
The board said the additional financing was necessary to support the company’s operations during its ongoing reorganisation. It considered a rights issue less suitable because of the risk that it would not be fully subscribed, as well as the associated costs and potential impact on investor confidence.
The board also stated that the financing terms had been negotiated at arm’s length with NRGC and were considered to reflect market conditions, concluding that the benefits of proceeding with the directed issues outweighed the reasons for maintaining shareholders’ preferential rights.
