Scandinavian Enviro Systems has obtained a waiver from Nordic Restructuring and Growth Capital 1 and approved a first SEK 5 million drawdown under the second facility of its convertible loan agreement. The financing comes while Enviro remains in company reorganization and is intended to support general corporate purposes and continued operations. The broader agreement, signed on August 26, 2026, provides access to up to SEK 100 million divided between a SEK 35 million facility primarily intended to finance the reorganization and a SEK 65 million facility for general corporate purposes. The latest drawdown required NRGC to waive conditions that would otherwise have required Enviro’s reorganization plan to become final and non-appealable and the reorganization itself to be concluded before funds could be released. The waiver applies only to this SEK 5 million tranche and does not change the conditions governing future drawdowns.

First drawdown comes from SEK 65 million facility

The SEK 5 million drawdown comes from facility II of the financing agreement, which has a total size of SEK 65 million and is intended for general corporate purposes. Enviro said disbursement was expected during week 43 of 2026.

The company’s administrator consented to the drawdown and to Enviro incurring the new debt while the reorganization remains ongoing.

Convertible loan agreement provides up to SEK 100 million

Enviro entered into the financing agreement with Nordic Restructuring and Growth Capital 1 on August 26, 2026. The agreement provides for convertible loans of up to SEK 100 million in total.

Facility I amounts to SEK 35 million and is primarily intended to finance the company’s reorganization, while facility II totals SEK 65 million and is intended for general corporate purposes.

During a 36-month period from the signing of the agreement, Enviro can request multiple interest-free convertible loans in tranches of up to SEK 5 million each, subject to the conditions of the agreement.

NRGC waives reorganization conditions for current tranche

Under the original financing terms, disbursement was conditional on Enviro’s reorganization plan becoming final and non-appealable and on the company reorganization being concluded.

Because the reorganization is still in progress, NRGC agreed to waive these requirements specifically for the current SEK 5 million drawdown. Enviro emphasized that the waiver applies only to this transaction and does not automatically extend to subsequent tranches.

Loan can be converted into new Enviro shares

NRGC can request conversion of all or part of the loan into newly issued Enviro shares during a 24-month period following disbursement. If conversion has not occurred earlier, the company said conversion will take place automatically when the 24-month period expires.

The conversion price will equal 95% of the average of the three lowest daily volume-weighted average share prices during the ten trading days immediately preceding the conversion request, subject to a floor at the quota value of the shares.

Payment for newly issued shares will be made through set-off against the corresponding portion of the outstanding loan.

Future dilution cannot yet be determined

Conversion of the loan will increase the number of Enviro shares in circulation. The final dilution cannot be calculated in advance because it will depend on the share price and therefore the conversion price applicable at each individual conversion.

Enviro said each resolution involving a share issue following a conversion request will be announced separately.

Enviro to issue 2.5 million warrants to NRGC

In connection with the SEK 5 million drawdown, Enviro’s board intends to approve a directed issue of 2.5 million warrants to NRGC free of charge.

Each warrant will entitle NRGC to subscribe for one new Enviro share. The subscription price will correspond to 150% of the volume-weighted average price of the company’s shares on the trading day preceding the drawdown request, but not below the quota value.

Additional information and the final warrant terms are expected to be announced when the board formally resolves on the warrant issue.

Financing deviates from shareholders’ preferential rights

The new shares issued upon conversion and the warrants issued in connection with the drawdown will be directed to NRGC, meaning existing shareholders will not receive preferential subscription rights.

The board intends to use the authorization granted by Enviro’s annual general meeting on June 23, 2026, or a subsequent authorization, to carry out these directed issues.

Board cites need to secure liquidity during reorganization

Enviro’s board said the company requires liquidity to finance operations during the ongoing reorganization and to secure continued operations.

The board considered alternative capital-raising options but concluded that a rights issue was not feasible under current circumstances because uncertainty surrounding the reorganization could create a significant risk that such an issue would not be fully subscribed.

Enviro also said a failed or materially undersubscribed rights issue could weaken market confidence and further pressure the company’s financial position, while transaction costs would be relatively high compared with the size of the capital raise.

Convertible facility provides committed source of capital

The board contrasted those risks with the existing NRGC agreement, under which NRGC has a contractual obligation to fund requested tranches once the relevant disbursement conditions have been satisfied or waived.

Enviro said the conversion and warrant terms were negotiated with NRGC on an arm’s-length basis and are considered to reflect market terms.

Financing supports Enviro during ongoing restructuring

The SEK 5 million drawdown provides Enviro with additional liquidity while the company continues its reorganization. The announcement does not indicate that the reorganization has been completed; rather, the financing waiver allows the company to access part of the available facility before that process is finalized.

The company remains focused on technology for recovering raw materials from end-of-life products, including tires. Enviro’s tire recycling process is designed to recover materials including carbon black and oil from end-of-life tires for reuse in industrial applications.

Original announcement by Scandinavian Enviro Systems.