NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.

Today, the Board of Directors of Securitas AB (publ) ("Securitas"), by virtue of the authorization from the Annual General Meeting on May 5, 2022, has resolved on a share issue of MSEK 9,583 with preferential rights for Securitas' shareholders.

On December 8, 2021, Securitas announced that the company had entered into an agreement to acquire the Electronic Security Solutions business from Stanley Black & Decker Inc. ("STANLEY Security") for a purchase price of MUSD 3,200 on a cash and debt free basis, and the acqusition closed on July 22, 2022. Together with STANLEY Security, Securitas will have a strong position to serve complex security needs for its clients and, by joining forces, Securitas and STANLEY Security are creating a strong global tech platform that will future proof the business for next-generation security solutions. The strategy to be a security solutions partner with world-leading technology and expertise positions Securitas to deliver superior growth and increased margins.

As previously communicated by Securitas, the purpose of the rights issue is to use the net proceeds from the rights issue to repay a part of the bridge facilities provided for the acquisition of STANLEY Security. The Annual General Meeting on May 5, 2022, authorized the Board of Directors to resolve on a rights issue and today the Board of Directors has resolved to carry out the rights issue. Investment AB Latour and subsidiaries, Melker Schörling AB and EQT, together holding shares representing 18.4 percent of the outstanding share capital and 42.6 percent of the votes in Securitas[1], have committed to exercise their preferential rights in the share issue and thereby subscribe for new shares corresponding to their respective holdings in Securitas. In addition to the subscription undertakings, Investment AB Latour and subsidiaries, Melker Schörling AB and EQT have entered into guarantee commitments to subscribe for additional shares corresponding to 21.9 percent of the rights issue, corresponding to a total amount of MSEK 2,099. Altogether, said shareholders have provided subscription and guarantee undertakings to subscribe for in total 40.3 percent of the rights issue. Didner & Gerge Fonder, Länsförsäkringar Fondförvaltning, Carnegie Fonder and Odin Fonder, together holding shares representing 6.6 percent of the outstanding share capital and 4.6 percent of the votes in Securitas[2], have declared their intention to subscribe for new shares corresponding to their respective holdings in Securitas in the rights issue.

 

The rights issue in brief[3]

  • Rights issue of MSEK 9,583 before deduction of issue costs. The rights issue will, if fully subscribed, increase Securitas' share capital by SEK 208,333,655, from the current SEK 365,058,897 to SEK 573,392,552, through the issuance of 208,333,655 new shares, of which 9,795,771 shares of class A and 198,537,884 shares of class B. After the rights issue, the number of shares in Securitas will amount to not more than 573,392,552 shares, of which not more than 26,938,371 shares of class A and not more than 546,454,181 shares of class B.
  • Shareholders who choose not to participate in the rights issue will have their ownership diluted by up to 36 percent, but will have the possibility to compensate themselves financially for the dilution by selling their subscription rights.
  • The subscription period (subscription through payment) will take place during the period from and including September 22, 2022, up to and including October 11, 2022, or such later date as decided by the Board of Directors.
  • The subscription price in the rights issue has been set at SEK 46 per share.
  • Those who on the record date September 20, 2022, are registered as shareholders in Securitas and are eligible to participate in the rights issue will receive four (4) subscription rights for every existing share of class A and/or B, respectively. Seven (7) subscription rights will carry an entitlement to subscribe for one (1) new share of class A and/or B, respectively. Shares not subscribed for with subscription rights shall be offered for subscription with subsidiary preferential right. Any shares not subscribed for with preferential right shall be allotted to shareholders and other investors who have applied for subscription of shares without preferential right, after which any remaining shares will be allotted to those who have entered into guarantee commitments to subscribe for additional shares.
  • The record date for the right to participate in the rights issue is September 20, 2022. The last day of trading in Securitas' shares inclusive of the right to participate in the rights issue is September 16, 2022.
  • The subscription rights of class B will be traded on Nasdaq Stockholm during the period September 22-October 6, 2022.

The complete terms for the rights issue and information regarding Securitas will be presented in the prospectus regarding the rights issue, which will be published on or around September 16, 2022.

For further information on the background and reasons for the rights issue, please see Securitas' press release dated December 8, 2021.

Indicative timetable for the rights issue in brief

Last day of trading in Securitas' shares of class B inclusive of the right to participate in the rights issue

September 16, 2022

Estimated date for publication of the prospectus

September 16, 2022

First day of trading in Securitas' shares of class B exclusive of the right to participate in the rights issue

September 19, 2022

Record date for participation in the rights issue

September 20, 2022

Trading in subscription rights

September 22-October 6, 2022

Subscription period

September 22-October 11, 2022

Announcement of the preliminary outcome of the rights issue

October 13, 2022

Announcement of the final outcome of the rights issue

October 14, 2022

 

Advisors

Skandinaviska Enskilda Banken AB (publ) and Citigroup Global Markets Europe AG are Joint Global Coordinators and Joint Bookrunners and Carnegie Investment Bank AB (publ) is Co-Bookrunner in relation to the rights issue. Mannheimer Swartling Advokatbyrå AB is Securitas' legal advisor as to Swedish law, and Davis Polk & Wardwell London LLP is Securitas' legal advisor as to U.S. law in relation to the rights issue. White & Case Advokataktiebolag and White & Case LLP are legal advisors to the Joint Global Coordinators, Joint Bookrunners and Co-Bookrunner as to Swedish and U.S. law, respectively.

 

IMPORTANT INFORMATION

This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, India, South Africa, Hong Kong, Singapore or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in Securitas AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that Securitas AB (publ) expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Canada, Japan, India, South Africa, Hong Kong or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden, Denmark, Finland and Norway.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden, Denmark, Finland and Norway, (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Securitas AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect Securitas AB (publ)'s current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Securitas AB (publ)'s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Securitas AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Further information:

Investors: Micaela Sjökvist, Head of Investor Relations; +46 76 116 7443, micaela.sjokvist@securitas.com

 

This is information that Securitas AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8.45 p.m.(CEST) on September 12, 2022.

[1] Excluding treasury shares. As of September 12, 2022, Securitas holds 475,000 treasury shares of class B, which do not entitle to participation in the rights issue.

[2] Excluding treasury shares. As of September 12, 2022, Securitas holds 475,000 treasury shares of class B, which do not entitle to participation in the rights issue.

[3] Excluding treasury shares. As of September 12, 2022, Securitas holds 475,000 treasury shares of class B, which do not entitle to participation in the rights issue.

Securitas is a leading intelligent security solutions partner. Our guarding, electronic security, fire and safety, and risk management solutions enable more than 150,000 clients to see a different world. We are present in 47 markets and our innovative, data-driven approach makes us a trusted partner to many of the world's best-known companies. Our 345,000 employees live our values of integrity, vigilance and helpfulness, and our purpose is to help make your world a safer place.

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