Annehem resolves on a rights issue of approximately SEK 300 million and announces terms
On 5 February 2024, The Board of Directors of Annehem Fastigheter AB (publ) ("Annehem" or the "Company") resolved upon, based on the authorization from the Extraordinary General Meeting on 17 January 2024, a rights issue of approximately SEK 300 million. The purpose of the rights issue is to finance the acquisition of The Corner, to finance value-creating investments in the existing portfolio, and to enable attractive investment opportunities. The Board of Directors of Annehem is also announcing the terms of the rights issue through this press release.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ANNEHEM FASTIGHETER AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
The rights issue in brief
- The rights issue comprises no more than 3,431,995 Class A shares and no more than 26,064,278 Class B shares, in total no more than 29,496,273 shares.
- The subscription price is SEK 10.20 per share, regardless of share class. No commission will be charged.
- The issue proceeds will amount to approximately SEK 300 million before issue costs, if the rights issue is fully subscribed.
- Those who on the record date are registered as shareholders of Annehem will receive one (1) subscription right for each Class A share and Class B share respectively. The subscription rights entitle the holder to subscribe for new shares with primary preferential right, in which case two (2) subscription rights of one class, entitle the holders to subscribe for one (1) new share of the same class. Shares that are not subscribed for by shareholders entitled to subscribe pursuant to primary preferential right shall, regardless of share class, be offered to all shareholders for subscription (secondary preferential right). In addition, investors will be invited to submit their interest in subscribing for new shares without primary or secondary preferential right.
- The subscription period will run from and including 15 February 2024 up to and including 29 February 2024.
- The purpose of the rights issue is to finance the acquisition of The Corner, to finance value-creating investments in the existing portfolio, and to enable attractive investment opportunities.
- The rights issue is covered by approximately 56.8 per cent through subscription undertakings and/or guarantee commitments without consideration from existing shareholders.
Terms of the rights issue
The Company's shareholders have preferential rights to subscribe for new shares in Annehem in proportion to the number of shares held on the record date of the rights issue. The record date for participation in the rights issue is 13 February 2024. Those who on the record date are registered as a shareholder in Annehem, will receive one (1) Class A subscription right for each Class A share held and one (1) Class B subscription right for each Class B share held. The subscription rights entitle the holder to subscribe for new shares with primary preferential right, in which case two (2) subscription rights of Class A entitle the holder to subscribe for one (1) new share of Class A and two (2) subscription rights of Class B entitle the holder to subscribe for one (1) new share of Class B. Shares that are not subscribed for by shareholders entitled to subscribe pursuant to primary preferential right shall, regardless of share class, be offered to all shareholders for subscription (secondary preferential right). In addition, investors will be invited to submit their interest in subscribing for new shares without primary or secondary preferential right (without preferential right).
Shareholders of Class A and Class B shares shall have preferential subscription rights to new shares of the same class pro rata to their existing shareholding (primary preferential right). Secondly, shares not subscribed for by exercising primary preferential rights shall be offered to all shareholders (secondary preferential right). If the entire number of shares subscribed for by exercising secondary preferential rights cannot be issued, the shares shall be allotted between the subscribers pro rata to their existing shareholding, and if this is not possible, by drawing lots. In the event of a sale or transfer of subscription rights (the primary preferential right), the secondary preferential right is transferred to the new holder of the subscription right. Thirdly, shares will be allotted to others who have registered to subscribe for shares in the rights issue without subscription rights and, in the event that they cannot obtain full allotment, allotment shall be made in proportion to the number of shares which each of the subscribers have applied to subscribe for and, to extent that this cannot be done, by drawing of lots. Fourthly, allocation shall be made to the rights issue guarantors, and in the event that allotment to these cannot be made in full, in proportion to the amount each guarantor has guaranteed for subscription, and, to the extent this cannot be done, by drawing of lots.
Through the rights issue, Annehem's share capital will be increased by not more than SEK 249,999.99, from the current SEK 500,000 to not more than SEK 749,999.99, through the issuance of no more than 29,496,273 shares, of which no more than 3,431,995 Class A shares and no more than 26,064,278 Class B shares. The subscription price is SEK 10.20 per share, regardless of share class, corresponding to total rights issue proceeds of approximately SEK 300 million before issue costs, provided that the rights issue is fully subscribed.
Upon full subscription of the rights issue, the number of shares in Annehem will increase with 29,496,273 shares, whereof 3,431,995 Class A shares and 26,064,278 Class B shares, from 58,992,548 shares to 88,488,821 shares, which corresponds a dilution of approximately 33.3 per cent of the number of shares and votes in the Company. Shareholders who choose not to participate in the rights issue will have the possibility to fully or partly compensate for the economic dilution effect by selling their subscription rights. The new shares will carry the same rights as the existing shares of the same class.
The existing Annehem class B shares are traded including the right to receive subscription rights up to and including 9 February 2024. The shares will be traded excluding the right to receive subscription rights from and including 12 February 2024. The record date for establishing who is entitled to receive subscription rights in the rights issue is 13 February 2024.
Subscription for new shares shall be carried out during the period from and including 15 February 2024 up to and including 29 February 2024. The Board of Directors of Annehem is entitled to extend the subscription period, which - in such case - will be announced through a press release no later than 29 February 2024.
Trading of Class B subscription rights will take place on Nasdaq Stockholm during the period from and including 15 February 2024 up to and including 26 February 2024.
Subscription undertakings and guarantee commitments
The rights issue is covered by approximately 56.8 per cent through subscription undertakings and/or guarantee commitments without consideration from existing shareholders. Each guarantee commitment shall be reduced by the amount paid for subscription of shares with subscription rights by the respective group or physical person. The rights issue is thus covered to 56.8 percent by subscription and guarantee commitments.
Neither the subscription undertakings nor the guarantee commitments mentioned above are secured by bank guarantees, blocked funds, pledges or similar arrangements.
Indicative timetable for the rights issue
Last day for trading in Annehem's Class B shares including the right to receive subscription rights
9 February 2024
First day of trading in Annehem's Class B shares without subscription rights
12 February 2024
Expected date of publication of the Offering Circular
12 February 2024
Record date for the right to receive subscription rights in the rights issue
13 February 2024
Trading in Class B subscription rights
15 - 26 February 2024
15 - 29 February 2024
Trading in paid subscribed shares (BTA) of Class B
15 February - 7 March 2024
Preliminary outcome of the rights issue is announced
1 March 2024
Final outcome of the rights issue is announced
5 March 2024
Complete terms and conditions for the rights issue and information about Annehem will be presented in the Offering Circular for the rights issue that is intended to be published on or around 12 February 2024.
Handelsbanken Capital Markets is acting as financial advisors to Annehem. Advokatfirman Vinge is acting as legal advisor to Annehem.
For further information, please contact:
Monica Fallenius, CEO, Annehem, +46 70 209 01 14
This information is information that Annehem Fastigheter 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 22:00 CET on 5 February 2024.
This is Annehem
Annehem Fastigheter is a growth-driven property company specializing in commercial, community service and residential properties in the Nordic growth regions of Stockholm, Skåne, Gothenburg and Helsinki. The property portfolio in Annehem Fastigheter consists of 26 investment properties with a value of SEK 4,412.7 million and a lettable area of 202 thousand sqm as of 31 December 2023. The Company's Class B share is listed on Nasdaq Stockholm since December 2020 with the ticker ANNE B and have a Nasdaq Green Designation since May 2022.
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the press release has been made public or distributed should be informed of and follow 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 each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Annehem Fastigheter AB (publ) in any jurisdiction, either from Annehem Fastigheter AB (publ) or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "implies", "should", "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq Stockholm Rulebook.
Potential investors should not put undue trust in the forward-looking statements herein, and potential investors are strongly recommended to read the sections in the prospectus that include a more detailed description of the factors that can affect the Company's business and its associated market.
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