NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, JAPAN, CANADA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
The outcome of the rights issue in Svedbergs i Dalstorp AB (publ) (”Svedbergs”) shows that 13,771,516 B shares, corresponding to approximately 97.5 percent of the offered shares, have been subscribed for by the exercise of subscription rights. Additionally, applications for subscription without subscription rights, corresponding to approximately 73.3 percent of the offered shares, have been received. In total, 352,242 B shares, corresponding to approximately 2.5 percent of the offered shares, will be allotted to those who have subscribed for shares without subscription rights. The rights issue is thus fully subscribed.
As a result of the rights issue, Svedbergs will receive net issue proceeds of approximately SEK 477 million, which will be used in its entirety to repay part of one of Svedbergs’ bridge loan facilities of SEK 500 million, which was raised in connection with the acquisition of Roper Rhodes Ltd.
Per-Arne Andersson, President and CEO of Svedbergs Group:
“We are proud and grateful for the strong support shown for our rights issue, particularly given the current turbulent and volatile market conditions. With the issue proceeds, we ensure an optimal capital structure and partially finance our strategic acquisition of Roper Rhodes in the United Kingdom. We are now continuing the work towards becoming a leading bathroom supplier in selected markets in Europe with four strong branded companies and opportunities for additional acquisitions that match our high ambitions.”
For those who have subscribed for shares with subscription rights and thus have received paid subscribed shares (Sw. betalda tecknade aktier (”BTA”)), the last day for trading in BTAs will be 15 March 2022. When the increase in share capital has been registered with the Swedish Companies Registration Office, the BTAs will be converted into new shares. The new shares subscribed for with subscription rights are expected to start trading on Nasdaq Stockholm around 24 March 2022.
Those who have subscribed for shares without subscription rights will be allotted shares in accordance with the principles set out in the prospectus published on 16 February 2022. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on 14 March 2022. Subscribed and allotted shares shall be paid for in cash no later than on the settlement date, 21 March 2022, in accordance with the instructions on the contract note. Those who have subscribed for shares through a nominee will receive notice of allotment in accordance with their respective nominee’s procedures. Only those who have been allotted shares will be notified. The new shares subscribed for without subscription rights are expected to start trading on Nasdaq Stockholm around 28 March 2022.
Shares and share capital
As a result of the rights issue, Svedbergs’ share capital will increase by SEK 17,654,697.50, from the current SEK 26,500,000, to SEK 44,154,697.50 through the issuance of 14,123,758 new B shares. After the rights issue, the number of shares in Svedbergs will amount to 35,323,758 shares, of which 0 A shares and 35,323,758 B shares.
Nordea Bank Abp, filial i Sverige is financial advisor to Svedbergs in connection with the rights issue. Mannheimer Swartling Advokatbyrå AB is legal advisor to Svedbergs.
For further information, please contact:
Per-Arne Andersson, President and Group CEO
Tel: +46 70 638 50 12
Mats Lundmark, CFO
Tel: +46 70 677 05 83
Svedbergs started in 1920 and the Group operates in the Nordic region and in the UK. The Group’s companies develop, design and sell bathroom furniture and related products. Under the motto collaboration without confusion, the Group’s companies continuously develop their product ranges for the entire bathroom. Through close cooperation with partners, the consumer’s desires are satisfied. The Group operates under the brands Svedbergs, Macro Design, Cassøe, Roper Rhodes, Tavistock and R2. The parent company Svedbergs i Dalstorp AB conducts its operations in Dalstorp outside of Ulricehamn and its subsidiary companies Macro Design in Laholm, Cassøe A/S in Herning, Denmark and Roper Rhodes, including Tavistock and R2, in Bath, England.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Svedbergs in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in Svedbergs has only taken place through the prospectus published by Svedbergs on 16 February 2022.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, the United States of America, including its territories and possessions, any state of the United States or the District of Columbia (the “United States”) or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities laws of the relevant state or other jurisdiction in the United States. All offers and sales of securities in connection with any rights offer by the Company will be made, subject to certain limited exceptions, outside of the United States and in reliance on, and in compliance with, Regulation S under the Securities Act. There will be no public offering in the United States.
Within the European Economic Area (the “EEA”), no public offering of securities is made in other countries than Sweden. In other member states of the EEA, such an offering of securities may only be made in accordance with an applicable exemption in the Prospectus Regulation (EU) 2017/1129. What is said about other member states in the EU than Sweden shall also apply to the United Kingdom, where the Prospectus Regulation (EU) 2017/1129 forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
In the United Kingdom, this press release is only directed at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, and 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; or (iii) other persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "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. Nordea Bank Abp, filial i Sverige will not regard any other person (whether or not a recipient of this press release) as a client in relation to the rights issue and will not be responsible to anyone other than the Svedbergs for providing the protections afforded to its clients nor for the giving of advice in relation to the rights issue or any other transaction, matter or arrangement referred to in this press release.
This press release contains certain forward-looking information that reflects Svedbergs’ present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.