NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
The Directed Share Issue
The board of directors of
Background and reasons
In 2023,
Based on the property portfolio as of
To be able to take advantage of the value-creating investment opportunities that the Company believes exist, the Directed Share Issue has been carried out to finance both property acquisitions and investments in the existing property portfolio in order to create value for
Deviation from the shareholders’ preferential rights
Prior to the Directed 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 preferential rights for the Company's shareholders, as was done in the Company's rights issue in the early autumn of 2023. The board of directors has found that this time there are compelling reasons to deviate from the shareholders' preferential rights and to carry out a directed share issue. In particular, the board of directors considers that it is of significant value to the Company, and favourable to all shareholders, to diversify and strengthen the Company's shareholder base with additional institutional ownership. In addition, the board of directors sees the rapidness of the procedure with the Directed Share Issue as a significant advantage, since it is deemed to facilitate for the Company to be active in the current market and promote the Company's interests in ongoing investment discussions, in line with the Company's strategy and overall objectives. Based on these considerations, the board of directors has made the assessment that a directed issue of ordinary shares of series B with deviation from the shareholders' preferential rights is the most favourable alternative for the Company to raise capital.
The subscription price has been determined through an accelerated bookbuilding process and corresponds to a premium of 7.7 per cent in relation to the volume weighted average price for the Company’s ordinary share of series B during the last ten trading days, a discount of 6.0 per cent in relation to the closing price today on
A number of Swedish and international institutional investors, including the
Through the Directed Share Issue, the number of shares in
Lock-up
In connection with the Directed Share Issue, the Company’s board of directors and executive management have undertaken, 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 Directed Share Issue.
The Company has also undertaken to, during a period of 90 calendar days after the Directed Share Issue has been completed, not without the consent of
Advisors
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and the 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 Directed 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 Directed 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 Managers. The Managers act for the Company in connection with the Directed Share Issue and no one else. The Managers 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 Directed Share Issue or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Directed 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”, “could”, “assumes”, “should”, and 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
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