LOGISTEA ANNOUNCES RESOLUTION ON AND TERMS OF FULLY GUARANTEED PREFERENTIAL RIGHTS ISSUE OF APPROXIMATELY SEK 350 MILLION

THE PREFERENTIAL RIGHTS ISSUE IN BRIEF

• Shareholders in Logistea have preferential rights to subscribe for one (1) new share of Class A and Class B, respectively, per five (5) existing shares of Class A and Class B, respectively.
• The subscription price has been set to SEK 18 per ordinary share, regardless of share class, which will provide proceeds of approximately SEK 350 million before transaction costs.
• The record date for participation in the Preferential Rights Issue is 25 March 2022.
• The subscription period runs from 29 March 2022 up to and including 12 April 2022.
• The Preferential Rights Issue is carried out following a decision by the Board of Directors in accordance with the Board’s authorization given at the Extraordinary General Meeting on 22 October 2021.
• Ilija Batljan (through companies), Dragfast AB, Stefan Hansson (directly and through companies), Rutger Arnhult (through companies), Phoenix Insurance Group Ltd, Patrik Tillman (through companies), and board member Bengt Kjell, who together hold and represent approximately 53.7 per cent of the shares and 56.5 per cent of the votes in the Company, have undertaken to subscribe for their respective pro rata shares in the Preferential Rights Issue. The part of the Preferential Rights Issue that is not covered by subscription commitments is guaranteed by Ilija Batljan through Ilija Batljan Invest AB (publ), Rutger Arnhult through M2 Capital Management AB, Otre Fund LP, board member Bengt Kjell, and COO Tobias Lövstedt through Toblov AB. Thus, the Preferential Rights Issue is fully guaranteed.

BACKGROUND AND PURPOSE
Logistea’s overall growth target is to achieve SEK 15 billion in property value within three years, by the end of 2024. The Company intends to grow through both acquisitions of properties and land as well as through development of and investments in the existing portfolio. The target for the future is to annually complete at least 25,000 square meters of new lettable space and the Company sees great opportunities to grow with existing and new tenants.

The purpose of the Preferential Rights Issue is to give the Company capacity to realize the Company’s growth strategy. Inter alia, part of the proceeds is to be used in connection with the Company’s planned acquisition of a property portfolio containing 15 properties with a total property value of SEK 770 million, in accordance with a letter of intent published on 1 March 2022.

TERMS OF THE PREFERENTIAL RIGHTS ISSUE
Logistea’s existing holders of ordinary shares have preferential rights to subscribe for new ordinary shares in the same class (Class A and Class B respectively) in proportion to the number of ordinary shares that the holder already owns (primary preferential right). Shareholders who on the record date 25 March 2022 are registered as the holder of ordinary shares of Class A and Class B in the share register kept by Euroclear Sweden for Logistea, have preferential right to subscribe for new ordinary shares in the Preferential Rights Issue in proportion to the number of ordinary shares of Class A and Class B, respectively, held on the record date (primary preferential right). For each ordinary share of Class A held on the record date, shareholders will receive one (1) subscription right of Class A and for each ordinary share of Class B held on the record date, shareholders will receive one (1) subscription right of Class B. The subscription rights entitle the holder to subscribe for shares with preferential rights, whereby five (5) subscription rights of Class A entitle subscription of one (1) new ordinary share of Class A and five (5) subscription rights of Class B entitle subscription of one (1) new ordinary share of Class B.

Ordinary shares that are not subscribed for through primary preferential rights will primarily be offered to all existing shareholders for subscription (subsidiary subscription rights). If ordinary shares offered in this way are not sufficient for the subscription that takes place with subsidiary preferential rights, the ordinary shares shall be distributed among the subscribers in proportion to the number of subscription rights each such subscriber exercised for subscription of shares, and to the extent this cannot be done, by drawing of lots. Secondly, if all ordinary shares are not allotted as above, allotment shall be made to persons who have expressed an interest in subscribing for ordinary shares without preferential rights and, in the event of oversubscription, in relation to the number of ordinary shares stated in the respective subscription application, can be done, by drawing lots. Finally, the remaining ordinary shares will be allotted to the issue guarantors Ilija Batljan through Ilija Batljan Invest AB (publ), Rutger Arnhult through M2 Capital Management AB, Otre Fund LP, board member Bengt Kjell, and COO Tobias Lövstedt through Toblov AB, in accordance with the guarantee commitment described below.

Through the Preferential Rights Issue, Logistea’s share capital will increase by SEK 9,714,066.50, from SEK 48,570,333.00 to SEK 58,284,399.50, by issuing 1,594,732 new Class A shares and 17,833,401 new Class B shares. The number of ordinary shares in the Company will increase by 19,428,133 ordinary shares, from 97,140,666 ordinary shares to 116,568,799 ordinary shares, which corresponds to a dilution of approximately 16.7 per cent of the total number of shares and 16.7 per cent of the total number of votes in the Company. Shareholders who choose not to participate in the Preferential Rights Issue have the opportunity 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 18 per ordinary share, regardless of share class. No commission fee will be charged. Thus, the Preferential Rights Issue will provide Logistea with approximately SEK 350 million before deductions for transaction costs, which are estimated to amount to SEK 9.6 million (including compensation for the guarantee commitments).

The record date at Euroclear Sweden for determining who is entitled to receive subscription rights is 25 March 2022. This means that the share will be traded including right to receive subscription rights until 23 March 2022.

The subscription period runs from 29 March 2022, up to and including, 12 April 2022, or the later date decided by the Board of Directors. Trading in subscription rights of Class A and Class B, respectively, takes place on Nasdaq Stockholm during the period from 29 March 2022 up to and including 7 April 2022 and trading in paid subscribed shares (BTA) of Class A and Class B, respectively, takes place on Nasdaq Stockholm during the period from 29 March 2022 up to and including 25 April 2022.

SUBSCRIPTION AND GURARANTEE COMMITMENTS
Some of Logistea’s largest shareholders; Ilija Batljan (through companies), Dragfast AB, Stefan Hansson (directly and through companies), Rutger Arnhult (through companies), Phoenix Insurance Group Ltd, Patrik Tillman (through companies), and Bengt Kjell, who together hold and represent approximately 53.7 per cent of the shares and 56.5 per cent of the votes in the Company, support the decision on a new share issue and have made binding subscription commitments for subscription of shares corresponding to their respective pro rata shares in the Preferential Rights Issue. The part of the Preferential Rights Issue that is not covered by the subscription commitments is guaranteed by Ilija Batljan through Ilija Batljan Invest AB (publ), Rutger Arnhult through M2 Capital Management AB, Otre Fund LP, board member Bengt Kjell, and COO Tobias Lövstedt through Toblov AB. The guarantee agreements amount to approximately SEK 162 million, corresponding to approximately 46.3 per cent of the Preferential Rights Issue. Guarantee compensation of three (3) per cent of the maximum guarantee commitment less amount corresponding to subscription commitments provided is paid in connection with the guarantee commitment, corresponding to a total of approximately SEK 4.9 million. The guarantee commitments have been entered into at the turn of the month February/March 2022.

INDICATIVE TIMETABLE FOR THE PREFERENTIAL RIGHTS ISSUE

FINANCIAL AND LEGAL ADVISORS
In connection with the Preferential Rights Issue, the Company has engaged Swedbank AB (publ) as financial advisor and Walthon Advokater AB as legal advisor.

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 those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such 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 or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Logistea. Invitation to the persons concerned to subscribe for shares in Logistea will only be made through 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). This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published.

This press release is not directed to persons located in the United States (including its territories and possessions, 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 country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, 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 country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from 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 such additional prospectuses, other offer documentation, registrations or other actions. 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 securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, 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 Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (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 activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

This press release is distributed in any member state of the European Economic Area under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this press release may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this press release or any of its contents.

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.