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”) announced the board’s resolution to carry out a fully guaranteed rights issue with preferential rights for existing shareholders in Logistea (the “Rights Issue”). The subscription period in the Rights Issue ended on 11 September 2023, after which a prospectus supplement was published, and a right to withdraw notifications for subscription applied. The preliminary outcome shows that the Rights Issue is oversubscribed. Through the Rights Issue, Logistea receives approximately SEK 436 million, before deduction of transaction costs.
The preliminary outcome in the Rights Issue indicates that 5,314,353 ordinary shares of class A and 63,509,516 ordinary shares of class B were subscribed for by the exercise of subscription rights, corresponding to 96.4 percent of the number of offered ordinary shares of class A and 98.9 percent of the number of offered ordinary shares of class B, respectively. In addition, notifications to subscribe for new shares without subscription rights have been received, corresponding to approximately 83.7 percent of the number of offered ordinary shares of class A and approximately 45.6 percent of the number of offered ordinary shares of class B. Thus, the subscription rate in the Rights Issue amounted to 147.3 percent and the guarantee undertakings provided by Nordika, Slättö and M2 Asset Management AB in the Rights Issue will consequently not be used.
Logistea receives approximately SEK 436 million before deduction of transaction costs, which are estimated to approximately SEK 14 million. Through the Rights Issue, Logistea’s share capital will increase by SEK 34,867,519.50, from SEK 69,735,039.50 to SEK 104,602,559, by issuing 69,735,039 new ordinary shares. After the Rights Issue, the number of ordinary shares in Logistea will amount to a total of 209,205,118.
Those who have subscribed for shares without subscription rights will be allotted shares in accordance with the principles set out in Logistea’s prospectus regarding the Rights Issue. Notice of allotment, in the form of settlement notes, to those who have subscribed for shares without subscription rights is expected to be distributed on or about 19 September 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with the respective nominee’s procedures. Only those who receive allotment will be notified.
The final outcome of the Rights Issue is expected to be announced tomorrow, on 19 September 2023. The last day of trading with paid subscribed shares (Sw. BTA) is 20 September 2023. New shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office on 21 September 2023, and the new shares are expected to start trading on Nasdaq Stockholm on 29 September 2023. The shares subscribed for without subscription rights are expected to start trading on Nasdaq Stockholm on 29 September 2023.
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 has only been made by means of the prospectus published by Logistea on the Company’s website, after the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus contains, 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 on Logistea’s website www.logistea.se.
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.