INSIDE INFORMATION: The Board of Directors of Swedish Logistic Property AB (publ) (”SLP” or the ”Company”) has pursuant to the authorization granted by the annual general meeting on 26 April 2023, in accordance with the Company’s press release earlier today, resolved on a directed new share issue of 22,000,000 class B shares at a subscription price of SEK 25 per class B share (the “Share Issue”). Through the Share Issue, the Company raises proceeds of approximately SEK 550m before transaction costs. Due to strong demand from investors, the Share Issue was increased from what was communicated in the press release earlier today from SEK 500m to SEK 550m. The subscription price has been determined through an accelerated bookbuilding procedure conducted by Danske Bank A/S, Danmark, Sverige Filial (”Danske Bank”) and Swedbank AB (publ) (”Swedbank”), jointly (the “Managers”). A number of Swedish and international institutional investors participated in the Share Issue, including Clearance Capital Limited, Fjärde AP-fonden (AP4) and Länsförsäkringar Fondförvaltning.
SLP’s Board of Directors (the ”Board”) has pursuant to the authorization granted by the annual general meeting on 26 April 2023, in accordance with the Company’s press release earlier today, resolved on a directed new share issue of 22,000,000 class B shares, at a subscription price of SEK 25 per class B share, consequently raising proceeds of approximately SEK 550m before transaction costs. The subscription price per class B share corresponds to a discount of approximately 3.25 percent compared to today’s volume weighted average price on Nasdaq Stockholm. Due to strong demand from investors, the Share Issue was increased from what was communicated in the press release earlier today from SEK 500m to SEK 550m. A number of Swedish and international institutional investors participated in the Share Issue, including Clearance Capital Limited, Fjärde AP-fonden (AP4) and Länsförsäkringar Fondförvaltning.
SLP is a real estate company that acquires, develops, and manages logistic properties with sustainability in focus. The Company has an active acquisition strategy, averaging one acquisition per month since the Company´s first acquisition in the beginning of 2019. On 20 April 2023, the Company announced the acquisition and possession of four properties in prime logistic locations to a value of SEK 455m comprising approximately 48,610 sq.m of total lettable area, further strengthening the Company’s portfolio. SLP continues to see strong demand for modern and efficient logistic properties. The Share Issue has, against this background, been carried out to enable further growth, in line with the Company’s strategy, by allowing SLP to pursue new acquisition opportunities as well as further develop the existing properties, while maintaining its stable financial position.
The Board has carefully considered the option to raise the requisite proceeds through a rights issue and makes the assessment that there are currently several reasons why it is preferable for the Company and the shareholders to raise the proceeds through a directed new share issue. A rights issue would be significantly more time-consuming which would have a negative impact on the Company’s ability to act and prevent the Company from seizing potential business opportunities, especially in the current volatile market environment. In addition, a rights issue would entail higher total costs for the Company, mainly due to the procurement of a guarantee consortium, as well as lead to higher dilution for non-participating shareholders. Furthermore, the Company wishes to expand and strengthen its base of institutional and professional shareholders, with the aim of further strengthening the liquidity of the Company’s share and further broadening the base of financially strong shareholders.
The Board’s overall assessment is that, given current market conditions, a share issue which deviates from the pre-emptive rights of existing shareholders, given the flexibility it allows, is the most appropriate option, allowing the Company in a time- and cost-efficient manner with favourable conditions to raise capital to facilitate further growth and to take advantage of new investment opportunities by way of selective acquisitions of investment properties and development projects.
The Share Issue has been carried out with deviation from the shareholders’ pre-emptive rights and has been resolved by the Board pursuant to the authorization granted by the annual general meeting on 26 April 2023. The subscription price and the total number of new class B shares was determined through an accelerated bookbuilding procedure conducted by the Managers. By establishing the subscription price through an accelerated bookbuilding procedure to professional and institutional investors, it is the assessment of the Board that the subscription price accurately reflects current market conditions and demand. The Board therefore makes the assessment that the subscription price has been determined in such a way that market terms have been ensured.
The Company’s board members and senior executives have, towards the Managers, subject to certain exemptions, agreed to not divest any shares in SLP up to and including 14 September 2023. The transfer restrictions do not apply to transfers between the parties that will be subject to lock-up, whereby the shares that are transferred must continue to be subject to the transfer restrictions (including the lock-up period) that applied to the shares before the transfer. In addition, the Company has, towards the Managers, subject to customary exemptions, agreed not to issue further shares for a period of 180 calendar days from the first settlement date of the Share Issue.
The Share Issue increases the total number of shares in SLP by 22,000,000, from 182,741,235 to 204,741,235, divided on 55,757,965 class A shares and 148,983,270 class B shares, the total number of votes increases by 22,000,000, from 405,773,095 to 427,773,095 and the share capital increases by approximately SEK 146,666.7, from approximately SEK 1,218,274.9 to approximately SEK 1,364,941.6, which leads to a dilution effect for existing shareholders of approximately 10.7 percent based on the total number of shares in SLP after the Share Issue and approximately 5.1 percent based on the total number of votes in SLP after the Share Issue. For administrative reasons, the Share Issue will be subscribed for by Swedbank at the quota value to arrange and advance the delivery of the shares to the investors participating in the Share Issue.
Danske Bank and Swedbank act as Joint Global Coordinators and Joint Bookrunners in connection with the Share Issue. Setterwalls Advokatbyrå AB is legal adviser to the Company and Baker & McKenzie Advokatbyrå KB is legal adviser to the Managers.
For further information, please contact:
Tommy Åstrand, CEO, Swedish Logistic Property AB
Mobile: 0705-455 997
This information constitutes inside information that Swedish Logistic Property 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 3 May 2023 21:40 CEST.
About SLP – Swedish Logistic Property
Swedish Logistic Property – SLP – is a Swedish property company that acquires, develops, and manages logistic properties with sustainability in focus. Value growth is created through development of the properties which are located in Sweden’s most important logistic hubs. The property portfolio comprises a lettable area of approx. 860,000 sq.m. SLP is a partner that takes responsibility and through this creates value for both tenants as well as for the company and its shareholders. SLP’s share of series B is listed at Nasdaq Stockholm Mid Cap. For further information about SLP: slproperty.se
This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland, the United States, or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the Share Issue in the United States or to conduct a public offering of shares in the United States.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland. There will be no public offering of the securities described herein in Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland.
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
None of the Company, the Managers or any of their respective affiliates directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”may”, ”plan”, ”estimate”, ”will”, ”should”, ”could”, ”aim” or ”might”, 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 expectations reflected in these forward-looking statements are reasonable, it can give no assurances 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 its date and are subject to change without notice. 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 it is not required by law or Nasdaq First North Growth Market rule book for issuers.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ”MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in SLP have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in SLP may decline and investors could lose all or part of their investment; the shares in SLP’s offer no guaranteed income and no capital protection; and an investment in the shares in SLP is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 UK MiFIR; 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 SLP.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in SLP and determining appropriate distribution channels.
Every care has been taken into consideration when translating this press release into English. In the event of differences between the English version and the Swedish original, the Swedish version shall apply.
This disclosure contains information that Swedish Logistic Property is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 03-05-2023 21:40 CET.