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. THIS PRESS RELEASE IS NOT A PROSPECTUS BUT AN ANNOUNCEMENT THAT A PROSPECTUS HAS BEEN APPROVED AND PUBLISHED IN ACCORDANCE WITH REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET AND REPEALING DIRECTIVE 2003/71/EC. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE.
PUBLICATION OF PROSPECTUS
Logistea AB (publ) (”Logistea” or the ”Company”) announced on 18 March 2022 that the board of directors had resolved on a fully guaranteed rights issue of approximately SEK 350 million with preferential rights for existing holders of ordinary shares (the “Preferential Rights Issue”). On the same day, the Company announced the terms of the Preferential Rights Issue. The Prospectus regarding the Preferential Rights Issue has today been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”). The Swedish language prospectus is available on the Company’s website, www.logistea.se, as well as on Swedbank’s website, www.swedbank.se/prospekt. The prospectus will also be available at the SFSA’s website, www.fi.se, and upon request at the Company’s office address Ingmar Bergmans gata 4, 114 34 Stockholm.
Application forms can be obtained from Swedbank (www.swedbank.se/prospekt) or Logistea (www.logistea.se) from the first day of the subscription period (29 March 2022).
ADJUSTMENT OF ISSUER GUARANTOR
By way of press release on March 18, 2022 the Company informed that several guarantee agreements had been entered into with a number of issue guarantors including board member Bengt Kjell in his merit of private investor. On March 21 2022, Logistea and Bengt Kjell entered into an additional guarantee agreement where Bengt Kjell's wholly owned company Expassum Förvaltning AB is contracting party. The terms and conditions of the two agreements are otherwise identical. Thus, the part of the preferential rights issue that is not covered by subscription commitments is fully guaranteed by Ilija Batljan via Ilija Batljan Invest AB (publ), together with Rutger Arnhult via M2 Capital Management AB, Otre Fund LP, board member Bengt Kjell via Expassum Förvaltning AB, and COO Tobias Lövstedt via Toblov AB.
FINANCIAL AND LEGAL ADVISOR
Swedbank AB (publ) is acting as financial advisor and Walthon Advokater AB is acting as legal advisor to the Company in connection with the Preferential 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 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