Due to trading and trading suspension in the Company’s Stam A share on November 11 2021, Logistea wishes to repeat and clarify previously communicated resolutions made at the Extraordinary General Meeting on October 22, 2021. In the Extraordinary General Meeting, it was resolved that the Company shall carry out a Bonus Issue, through which ten (10) Ordinary B shares shall be received free of charge for each existing Stam A share. As of November 11, 2021, the Stam A share was traded in the Company without the right to receive new Class B shares. This fact was not reflected in the share price during the trading day 11 November 2021, whereupon the Company contacted Nasdaq Stockholm who suspended the trading. During the trading halt, the Company clarified in a press release that the record date for participation in the Bonus Issue is November 12 and that the last day of trading including the right to receive new Class B shares was November 10, 2021.
Background to changed capital structure
Logistea is a growth-oriented real estate company that owns, manages and develops warehousing and logistics properties. In recent years Logistea has actively carried out several property acquisitions and property development projects, while the existing property portfolio has developed well. Since the end of 2019, the property portfolio has evolved from a leasable area of 16,468 square meters with a property value of SEK 189 million, to include leasable area of 141,974 square meters with a value of SEK 1,279.3 million as of June 30, 2021.
Bonus issue in brief
Logistea sees good opportunities for continued growth, and in order to create the conditions for flexibility in future capital raising and enable continued growth with limited dilution for existing shareholders, the Extraordinary General Meeting on October 22, 2021 resolved on a Bonus Issue through which each holder of one (1) Ordinary A share shall receive ten (10) Ordinary B shares with one tenth (1/10) vote. The record date for the Bonus Issue is 12 November 2021. The last day of trading in Common A shares including the right to receive new Class B shares was 10 November 2021. The new Class B shares are expected to start to be recorded in the shareholders' VP accounts around 15 November 2021. Holders of Class A shares do not need to take any measures to participate in the Bonus Issue but will automatically receive new Class B shares.
Following the completion of the Bonus Issue, the number of outstanding shares amounts to 877,102,600 ordinary shares, of which 79,736,600 constitute Class A shares and 797,366,000 constitute Class B shares. Class A and B shares confer the same economic rights, including dividends and other dividends. In accordance with Logistea's Articles of Association, the Stam A share will continue to have one (1) vote and one Class B share one tenth (1/10) vote.
The first trading day of the Class B share is made following customary decisions at FI (Swedish Financial Supervising Authority) and Nasdaq Stockholm.
Since the Bonus Issue involves a theoretical reduction in the share price per ordinary share, the Extraordinary General Meeting on October 22, 2021 also resolved on a consolidation, a so-called reverse share split (10:1), whereby ten (10) Class A shares are combined into one (1) Class A share and ten (10) Class B shares are added together into one (1) Class B share. The consolidation covers all classes of shares. The aggregation means that Logistea achieves an appropriate number of shares for the Company. The reverse split is expected to take place shortly after the Stam B shares is admitted to trading. The terms of the reverse split mean that ten (10) shares of Class A and Class B will be combined into one (1) share of Class A and Class B.
After the reverse split, there will be 7,973,660 Class A shares and 79,736,600 Class B shares, i.e. a total of 87,710,260 Class A and B shares.
Calculation example in brief
A shareholder who on Wednesday, November 10, 2021 held 1,000 Class A shares in Logistea receives after the Bonus Issue in step one 1,000 Class A shares and 10,000 Class B shares, i.e. 1,000 Ordinary Ashares. 11,000 ordinary shares in total.
After the reverse split, the shareholder after the Bonus Issue and the reverse split will hold 100 Class A shares and 1,000 Class B shares.