THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTIONS TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE.
On 14 July 2023, Logistea AB (publ) (“Logistea” or the “Company”) (Nasdaq Stockholm: LOGI A and LOGI B), announced the board’s resolution to carry out a fully guaranteed rights issue (the “Rights Issue”) in order to manage future debt maturities in the Company’s outstanding bond loan and for future growth. The resolution was made under the authorisation granted at the Annual General Meeting on 5 May 2023. On 17 August 2023, the Company announced the full terms of the Rights Issue. The prospectus regarding the Rights Issue has today been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”). The Swedish language version of the prospectus is available on the Company’s website, www.logistea.se and will also be available on Swedbank’s website for prospectuses, www.swedbank.se/prospekt and on the SFSA’s website, www.fi.se.
Application forms can be obtained from Swedbank (www.swedbank.se/prospekt) or Logistea (www.logistea.se) from the first day of the subscription period, 28 August 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.
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 published today by Logistea.
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.