On
The Rights Issue in brief
- Anyone who is registered as a shareholder of Bonava on the record date will receive (1) subscription right for each held Class A share and Class B share, respectively, in the Company. One (1) subscription right of Class A share entitles to subscription of two (2) new Class A shares, and one (1) subscription right of Class B share entitles to subscription of two (2) new Class B shares.
-
The subscription price shall be
SEK 4.90 per Class A share and Class B share, respectively, meaning that Bonava will receive approximatelySEK 1,050 million before issuing costs, upon full subscription of the Rights Issue. -
The record date for participating in the Rights Issue is
9 February 2024 and the subscription period runs from 13 February up to and including27 February 2024 . -
The Rights Issue is subject to approval by an Extraordinary General Meeting, which will be held on
7 February 2024 . -
Bonava's largest shareholders, Nordstjernan Aktiebolag ("Nordstjernan") and the
Fourth Swedish National Pension Fund ("AP4"), have undertaken to subscribe for their respective pro rata shares of the Rights Issue, representing a total of approximately 34.1[1] percent of the Rights Issue. In addition to its subscription commitment, Nordstjernan has entered into an underwriting commitment regarding the remaining part of the Rights Issue. Thus, the Rights Issue is covered in full by subscription and underwriting commitments. - The net proceeds from the Rights Issue will be used to strengthen the Company's financial position by reducing the Company's net debt, providing access to long-term financing. The Rights Issue, together with the new credit facility agreement and the extension of the outstanding bond loan, is expected to provide Bonava with the necessary financial capacity and operational conditions to manage the varying challenges in the different markets where Bonava operates, while establishing a lower financial risk profile in the Company. The new credit facility agreement, as well as the extension of the bond loan, is conditional on, among other things, the Rights Issue being fully subscribed.
Conditions for the Rights Issue
The Company's shareholders have preferential rights to subscribe for new Class A shares and Class B shares in relation to the number of Class A shares and Class B shares held on the record date[2] for the Rights Issue. Anyone who is registered as a shareholder of Bonava on the record date will receive (1) subscription right for each held Class A share and Class B share, respectively, in the Company. One (1) subscription right of Class A share entitles to subscription of two (2) new Class A shares, and one (1) subscription right of Class B share entitles to subscription of two (2) new Class B shares.
Shares may also be subscribed for without the support of subscription rights. Allotment of shares which have been subscribed for without the support of subscription rights shall firstly be made to those who have subscribed for shares (regardless the class of shares) with the support of subscription rights, irrespective of whether or not they were shareholders in the record date, and, in case of over-subscription, pro rata in relation to the number of subscription rights used by each one for subscription, and to the extent this is not possible, by drawing of lots (subsidiary preferential rights). Secondly, shares shall be allotted to others who have applied for subscription of shares without the support of subscription rights, and in case of over-subscription, allotment shall be made pro rata in relation to the number of shares each one has applied for subscription and, to the extent this is not possible, by drawing of lots. Thirdly, any remaining shares shall be allotted to Nordstjernan, in its capacity as guarantor in accordance with the terms and conditions set out in the underwriting undertaking. In connection with a transfer of a subscription right (the primary preferential right), the subsidiary preferential right is also transferred to the new holder of the subscription right.
Through the Rights Issue, and taking into account the effects of the proposed reduction of the share capital and bonus issue to be resolved upon at the Extraordinary General Meeting, Bonava's share capital will increase from the current
The new shares in Bonava are issued at a subscription price of
The record date for determining who is entitled to receive subscription rights is
The Rights Issue is subject to approval by an Extraordinary General Meeting, which is planned to be held on
Voting, subscription and underwriting commitments
Bonava's largest shareholders, Nordstjernan and AP4, have undertaken to subscribe for their respective pro rata shares of the Rights Issue, representing a total of approximately 34.1[3] percent of the Rights Issue. In addition to its subscription commitment, Nordstjernan has entered into an underwriting commitment regarding the remaining part of the Rights Issue. Thus, the Rights Issue is covered in full by subscription and underwriting commitments. Nordstjernan and AP4 have also undertaken to vote in favour of the Rights Issue at the Extraordinary General Meeting. The commitments are subject to conditions, including, among others, that the lenders have not cancelled the new credit facility agreement and that certain conditions under the credit facility agreement are met.
Agreements relating to senior credit facilities
Bonava and the Company's lenders have on
Nordstjernan has entered into a lock-up agreement for the benefit of the lenders providing Bonava's credit facility, whereby Nordstjernan has undertaken not to sell shares in the company so that Nordstjernan's ownership falls below 24.5 per cent of the total number of shares or votes in the company during the period up to and including
Indicative timetable for the Rights Issue
Extraordinary General Meeting | |
Last day for trading in the Company's shares including the right to receive subscription rights | |
First day of trading in the Company's shares without the right to receive subscription rights | |
Publication of the prospectus |
On or about |
Record date for the right to receive subscription rights in the Rights Issue | |
Trading of subscription rights on Nasdaq Stockholm |
On or about |
Subscription period | |
Trading in paid subscription shares on Nasdaq Stockholm (Sw. Betalda tecknade aktier) |
On or about |
Announcement of final outcome of the Rights Issue |
On or about |
Prospectus
Further information regarding the Rights Issue and the Company will be included in the prospectus expected to be published on
Financial and legal advisers
For more information, please contact:
peter.wallin@bonava.com
lars.ingman@bonava.com
anna.falck@bonava.com
Tel: +46 70-760 49 14
Fredrik Hammarbäck, Group Head of Press and Public Affairs
fredrik.hammarback@bonava.com
Tel: +46 739 056 063
This information is such that
About
Bonava is a leading residential developer in
For more information about us, visit:bonava.com
IMPORTANT INFORMATION
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves and abide by such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in the respective jurisdiction.
This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Bonava in
This press release is not directed to persons located in
This press release is directed only at (i) persons who are outside the
This press release is being distributed and directed to states within the European Economic Area, only to those persons who are qualified investors under Regulation (EU) 2017/1129 (the "Prospectus Regulation") in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a relevant person or qualified investor may act or rely on this press release or any of its content.
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as "will", "expect", "believe", "estimate", "intend", "anticipate" and similar expressions. Such statements express Bonava's intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Bonava has made to the best of its ability, but which Bonava does not claim will be correct in the future. Forward-looking statements are associated with risks and uncertainties that are difficult to predict and cannot, in general, be influenced by Bonava. It should be noticed that actual events or outcomes may differ materially from those covered by, or expressed in, the forward-looking statements.
The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.
Carnegie and SEB are acting exclusively for the Company in connection with the Rights Issue and not for anyone else. Carnegie and SEB are not responsible to anyone else for providing the protections provided to their customers or for providing advice in connection with the Rights Issue or in respect of anything else referred to herein.
[1] Excluding Bonava holdings of own shares. In total, there are 108,435,822 shares issued in Bonava, of which 11,069,853 are Class A shares and 97,365,969 are Class B shares. As of the date of this press release, Bonava holds 1,245,355 Class B shares, which do not confer a right to participate in the Rights Issue.
[2] Excluding Bonava holdings of own shares. In total, there are 108,435,822 shares issued in Bonava, of which 11,069,853 are Class A shares and 97,365,969 are Class B shares. As of the date of this press release, Bonava holds 1,245,355 Class B shares, which do not confer a right to participate in the Rights Issue.
[3] Excluding Bonava holdings of own shares. In total, there are 108,435,822 shares issued in Bonava, of which 11,069,853 are Class A shares and 97,365,969are Class B shares. As of the date of this press release, Bonava holds 1,245,355 Class B shares, which do not confer a right to participate in the Rights Issue
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