NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
The Share Issue is intended to be carried out with deviation from the shareholders’ pre-emptive rights and is resolved by the board of directors pursuant to the authorisation from the annual general meeting held on
The Company’s largest shareholder,
Background and reasons
The assessment is that the current market may lead to increased transaction activity.
The board of directors assesses that the Share Issue will lead to an increased profit from property management and cash flow per share. The Share Issue is thus deemed to create value for Nyfosa’s shareholders.
Provided that the Share Issue is carried out, the board of directors, in connection with the previously communicated strategic review regarding the ownership of Söderport
Deviation from the shareholders’ pre-emptive rights
Prior to the Share Issue, the Company’s board of directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with pre-emptive rights for the Company’s shareholders. The board of directors considers that the main reason for deviating from the shareholders’ pre-emptive rights is that a rights issue would take longer time to implement which, especially under current market conditions, would entail an exposure to potential market volatility and risk reducing the ability to raise capital. The time efficient procedure facilitates for the Company to act in line with its strategy as an opportunistic real estate company creating shareholder value. In addition, a directed share issue provides the opportunity to further diversify and strengthen the Company’s shareholder base with institutional investors in order to increase the liquidity of the Company’s shares, and the execution of a directed share issue can take place at a lower cost and with less complexity than a rights issue. With the above considered, the board of directors has made the assessment that a directed issue of ordinary shares with deviation from the shareholders’ pre-emptive rights is the most favourable alternative for the Company to carry out the capital raising.
Since the subscription price in the Share Issue will be determined through an accelerated book building procedure, it is the board of directors’ assessment that the market value of the subscription price is ensured by reflecting prevailing market conditions and investor demand.
Lock-up
Provided that the Share Issue is completed, the members of the Company’s board of directors will undertake, with certain exceptions, not to sell or in other ways dispose of their shares in the Company for a period of 90 calendar days after completion of the Share Issue.
Furthermore, the Company will undertake to, during a period of 180 calendar days after the Share Issue has been completed, not without the consent of the Joint Bookrunners, propose or take other measures that involve an increase of the share capital, new share issues and similar measures, with certain exceptions, for example in connection with acquisitions.
Advisors
For additional information, please contact:
Stina Lindh Hök, CEO, stina.lindh.hok@nyfosa.se, mobile +46(0)70-577 18 85
This information is information that
About
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities issued by the Company in any jurisdiction, where such offer or such invitation would be considered illegal or require registration or other measures.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EEA, this message is only directed towards “qualified investors” in that member state in accordance with the definition in the Prospectus Regulation.
In the
This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for new shares in the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been verified by the Joint Bookrunners. The Joint Bookrunners act for the Company in connection with the Share Issue and no one else. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Share Issue or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Nasdaq Stockholm’s rulebook for issuers.
Information to distributors
In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
Other information
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