Logistea AB (publ) announces complete terms and conditions of a fully guaranteed rights issue of approximately SEK 436 million

The Rights Issue in brief

• For each ordinary share of class A and ordinary share of class B held, the shareholder will receive one (1) subscription right of ordinary A and ordinary B respectively. The subscription rights entitle the holder to subscribe for shares with preferential rights, whereby two (2) subscription rights of ordinary A and ordinary B, respectively, entitle the holder to subscribe for one (1) new ordinary share of class A and ordinary share of class B, respectively.
• The subscription price has been set to SEK 6.25 per ordinary share, regardless of share class, corresponding to issue proceeds of approximately SEK 436 million before issuing costs.
• Record date for participating in the Rights Issue is on 24 August 2023.
• The subscription period runs from 28 August 2023 up to and including 11 September 2023.
• Slättö, Nordika, M2 Asset Management AB, Phoenix Insurance Ltd., Dragfast AB, Kattvik Financial Services AB and Stefan Hansson directly and through company, have undertaken to subscribe in full or in part for their respective pro rata shares, corresponding to approximately 50 percent of the Rights Issue. In addition to their subscription undertakings, Nordika and Slättö have entered into guarantee undertakings regarding subscription of additional shares for the remaining portion of the Rights Issue not covered by the subscription undertakings as well as a small portion guaranteed by M2 Asset Management AB in addition to its subscription undertaking. Thus, the Rights Issue is fully guaranteed by the subscription and guarantee undertakings.

“The current macroeconomic climate presents both challenges and opportunities for the real property sector. Through the Rights Issue, Logistea will be able to manage future bond maturities and strengthen our financial position. The Rights Issue will be positive for the Company in both a shorter and a longer perspective and gives the Company, with the support from financially strong shareholders, the possibility to continue our growth journey”, says Niklas Zuckerman, CEO of Logistea.

Background and purpose
Logistea is a real property company focusing on warehousing, logistics and light industry. Following the end of 2019, the Company has selectively acquired and developed warehousing and logistics premises in attractive logistics locations in Sweden. As of 30 June 2023, the Company’s property portfolio amounted to 68 properties with total lettable space of 563,524 square metres, amounting to a total property value of approximately SEK 4.9 billion. The Company’s target is to achieve a property value of SEK 15 billion by the end of 2024.

To ensure greater financial stability in the current macroeconomic climate, Logistea has over the past few months sought to further strengthen its financing situation. After the completed repurchases of a total of just over SEK 116 million of the Company’s bond loans, which matures in October 2024, the outstanding bond loans amount to approximately SEK 384 million, or 15 percent of the outstanding interest bearing liabilities. As of 30 June 2023, Logistea had a fixed-interest term of 2.3 years and a capital commitment of 2.2 years.

The Rights Issue will provide Logistea with approximately SEK 436 million before issuing costs, which are estimated to approximately SEK 14 million including fees for guarantee undertakings. The net issue proceeds are primarily intended to be used to manage future debt maturities in the Company’s outstanding bond loan of approximately SEK 384 million in the manner that Logistea deems most favourable. Such measures to deal with future debt maturities may include offers to repurchase or redeem the bond loan. Secondly, the net issue proceeds are intended to be used for future property acquisitions within warehousing, logistics and light industry in accordance with the Company’s growth strategy and value creating investments in the existing property portfolio.

Terms and conditions of the Rights Issue
The Company’s shareholders of ordinary shares have preferential rights to subscribe for the new ordinary shares of class A and class B respectively in the Rights Issue pro rata in relation to the number of ordinary shares of class A and ordinary shares of class B held on the record date. For each ordinary share of class A and ordinary share of class B held, the shareholder will receive one (1) subscription right of ordinary A and ordinary B respectively. The subscription rights entitle the holder to subscribe for shares with preferential rights, whereby two (2) subscription rights of ordinary A and ordinary B, respectively, entitle the holder to subscribe for one (1) new ordinary share of class A and ordinary share of class B, respectively.

Allotment of shares subscribed for without subscription rights shall primarily be made to those who have subscribed for shares by virtue of subscription rights, regardless of whether they were shareholders of ordinary shares on the record date or not, and in case of oversubscription, pro rata in relation to the number of shares subscribed for by virtue of subscription rights. To the extent this allotment cannot be made, the allotment shall be made by drawing lots. Secondly, allotment shall be made to others who have notified interest in subscribing for shares without subscription rights and, in case of oversubscription, pro rata in relation to their notified interest, and to the extent this allotment cannot be made, the allotment shall be made by drawing lots. In the third instance, allotment shall be made to the guarantors in accordance with their respective guarantee undertakings.

Through the Rights Issue, Logistea’s share capital will increase by a maximum of SEK 34,867,519.50, from SEK 69,735,039.50 to SEK 104,602,559, by issuing a maximum of 5,512,017 new ordinary shares of class A and 64,223,022 new ordinary shares of class B. The number of shares in the Company will increase by a maximum of 69,735,039 shares, from 139,470,079 shares to 209,205,118 shares, corresponding to a dilution of approximately 33 percent of the total number of shares and approximately 33 percent of the total number of votes in the Company following the completion of the Rights Issue. Shareholders who choose not to participate in the Rights Issue have the possibility to fully or partially compensate themselves financially for the dilution effect by selling their subscription rights.

The new shares in Logistea are issued at a subscription price of SEK 6.25 per ordinary share, regardless of share class. No commission will be paid. Thus, the Rights Issue will provide Logistea with approximately SEK 436 million before issuing costs, which are estimated to approximately SEK 14 million including fees for guarantee undertakings.

Record date for determining who is entitled to receive subscription rights is on 24 August 2023. The subscription period runs from 28 August 2023 up to and including 11 September 2023, or to the later date decided by the board of directors. Trading in subscription rights on Nasdaq Stockholm is expected to take place from 28 August 2023 up to and including 6 September 2023.

Subscription and guarantee undertakings
Slättö, Nordika, M2 Asset Management AB, Phoenix Insurance Ltd., Dragfast AB, Kattvik Financial Services AB and Stefan Hansson directly and through company, have undertaken to subscribe in full or in part for their respective pro rata shares, corresponding to approximately 50 percent of the Rights Issue. In addition to their subscription undertakings, Nordika and Slättö have entered into guarantee undertakings regarding subscription of additional shares for the remaining portion of the Rights Issue not covered by the subscription undertakings as well as a small portion guaranteed by M2 Asset Management AB in addition to its subscription undertaking. Thus, the Rights Issue is fully covered by the subscription and guarantee undertakings.

Indicative timetable for the Rights Issue

Prospectus
Further information regarding the Rights Issue and the Company will be included in the prospectus expected to be published on or about 23 August 2023.

Financial and legal advisors
Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) are financial advisors and Advokatfirman Cederquist KB is legal advisor to Logistea in connection with the Rights Issue.

IMPORTANT INFORMATION
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves and abide by 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 the respective jurisdiction.

This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Logistea in the United States or otherwise. Invitation to the persons concerned to subscribe for shares in Logistea will only be made by means of the prospectus that Logistea intends to publish on the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, certain financial information as well as information regarding the Company’s executive management and board of directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published.

This press release is not directed to persons located in the United States (including its territories, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the “Securities Act”) or laws applicable in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other regulatory authority of any state or other jurisdiction of the United States and no paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within the definition of “professional investors” in Article 19(2) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment to which this press release relates will only be available to and will only be directed to and distributed to relevant persons. Any person who is not a relevant person should not take any action based on this press release, nor act or rely on it.

This press release is being distributed and directed to states within the European Economic Area, only to those persons who are qualified investors under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a relevant person or qualified investor may act or rely on this press release or any of its content. No offer to the public is being made by any member state of the European Economic Area other than Sweden.

To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words such as “will”, “expect”, “believe”, “estimate”, “intend”, “anticipate” and similar expressions. Such statements express Logistea’s intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and forecasts that Logistea has made to the best of its ability, but which Logistea does not claim will be correct in the future. Forward-looking statements are associated with risks and uncertainties that are difficult to predict and cannot, in general, be influenced by Logistea. It should be noticed that actual events or outcomes may differ materially from those covered by, or expressed in, the forward-looking statements.

The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.

Nordea and Swedbank are acting exclusively for the Company in connection with the Rights Issue and not for anyone else. Nordea and Swedbank are not responsible to anyone else for providing the protections provided to their customers or for providing advice in connection with the Rights Issue or in respect of anything else referred to herein.