THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES. ADDITIONAL TERMS AND CONDITIONS APPLY. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE.
On 18 March 2022, Logistea AB (publ) (“Logistea” or the “Company”) announced that the Board of Directors had resolved on a fully guaranteed issuance of new shares with preferential rights for existing shareholders in Logistea (the “Preferential Rights Issue”). The subscription period in the Preferential Rights Issue ended on 12 April 2022. The preliminary outcome shows that the Preferential Rights Issue has been oversubscribed. Through the Preferential Rights Issue, Logistea will receive approximately SEK 350 million, before deduction of transaction costs.
The preliminary outcome indicates that 1,511,195 shares of Class A and 16,903,766 shares of Class B were subscribed for by the exercise of subscription rights, corresponding to 94.8% per cent of offered shares of Class A and 94.8% per cent of offered shares of Class B. In addition, notifications to subscribe for new shares without subscription rights have been received, amounting to approximately 262.2% percent of offered shares of Class A and approximately 24.2% per cent of offered shares of Class B. Thus, the Preferential Rights Issue is oversubscribed and the guarantee commitments provided by Ilija Batljan Invest AB (publ), M2 Capital Management AB, Otre Fund LP, Expassum Förvaltning AB and Toblov AB have not been utilized.
Through the Preferential Rights Issue, Logistea will receive SEK 350 million before deduction of transaction costs, which are estimated to approximately SEK 9,6 million. 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 issuance of 19,428,133 ordinary shares. After the Preferential Rights Issue, the number of ordinary shares in Logistea will amount to 116,568,799.
Investors which have subscribed for ordinary shares without subscription rights will be allotted ordinary shares in accordance with the principles stated in Logistea’s published prospectus related to the Preferential Rights Issue. Notice of allotment, in the form of settlement notes, to such investors is expected to be distributed on 19 April 2022. Subscribed and allotted ordinary shares must be paid in cash no later than the settlement date, 22 April 2022, in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with each respective nominee’s routines. Only those who receive allotment of shares will be notified.
The final outcome of the Preferential Rights Issue is expected to be announced on 19 April 2022. The last day of trading with Paid Subscribed Shares (Sw. BTA) is 25 April 2022. New ordinary shares subscribed for by the exercise of subscription rights are expected to be registered with the Swedish Companies Registration Office on 20 April 2022 and are expected to commence trading on Nasdaq Stockholm on 29 April 2022. Ordinary shares subscribed for without subscription rights are expected to begin trading on Nasdaq Stockholm on 29 April 2022.
FINCANCIAL AND LEGAL ADVISORS
Swedbank AB (publ) is acting as financial adviser and Walthon Advokater AB is acting as legal adviser 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 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