NOT FOR PUBLICATION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE ADDITIONAL DOCUMENTATION TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTION TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS OF SWEDISH LAW. THIS PRESS RELEASE IS NOT A PROSPECTUS BUT A PUBLICATION ODD MOLLY’S DECISION TO ISSUE SHARES WITH PREFERENTIAL RIGHTS FOR ODD MOLLY’S SHAREHOLDERS. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Odd Molly International AB (publ) (“Odd Molly” or the company) has decided to carry out a rights issue to existing shareholders of a maximum of 9,182,626 new class A ordinary shares at a price of SEK 12 per share (the “Rights Issue”). Through the Rights Issue, the company will receive approximately SEK 110 million before transaction costs. The rights issue is fully secured through subscription commitments and guarantee commitments from the company’s existing shareholders.
Odd Molly has entered into an agreement to acquire four logistics properties in Borås, a logistics property in Malmö and two large investment properties with a related land and development area for logistics buildings along the E4 in Vaggeryd. Property portfolios comprise a lettable area of 46,400 square meters and generate annual rental income of approximately SEK 23.9 million with net operating income of approximately SEK 21.4 million. The land area comprises a total of 380,000 sqm with four existing properties, of which 240,000 sqm comprises the development area Vaggeryd Logistik Park. Underlying property values for all transactions amount to approximately SEK 354 million. The transactions are made through a number of company acquisitions. The scheduled date of closing is 15 December 2020.
In connection with the closing, Odd Molly intends to carry out directed issues of a maximum of 6,696,301 new class A ordinary shares at a price of SEK 14 per share to the sellers of the real estate companies.
Furthermore, the Board of Directors has decided to carry out a directed cash rights issue of a total of 3,000,000 new class A ordinary shares at a subscription price of SEK 14 per share to a group of international investors led by the insurance company The Phoenix Insurance Company Ltd (together “Phoenix”). The issue provides the company with SEK 42 million before transaction costs.
In total, issues of approximately SEK 245 million are therefore planned before transaction costs through the issue of a maximum of approximately 18,878,927 new class A ordinary shares.
“Through the fully secured rights issue to existing shareholders in combination with the company’s directed cash issue to Phoenix Insurance Group, Odd Molly obtains a very strong position of action to further evaluate future interesting transactions, as well as a strong balance sheet that contributes to attractive financing conditions,” comments Odd Molly’s Chairman Patrik Tillman.
“With the real estate transactions presented today, Odd Molly is taking another big step towards the goal of becoming a strong challenger in the logistics market. After completed transactions, the value of the company’s total property portfolio will amount to approximately SEK 900 million with just over 119,000 square meters lettable area. Estimated net operating income will increase to approximately SEK 53 million, including previously announced acquisitions and extension of the company’s logistics property in Kristianstad“, Patrik Tillman continues.
“Vaggeryd Logistic Park is a very exciting logistics development project totaling 240,000 sqm of land with excellent signage along the E4, 20 min south of Jönköping and with railway tracks into the properties. Odd Molly has the ambition to, together with the sellers of the properties in jointly owned companies, build between 120,000 – 160,000 square meters of new modern logistics buildings with a potential market value in excess of SEK 1,500 million,” saysPatrik Tillman.
“We believe very much in Odd Molly as a future strong player in the Swedish real estate market in the logistics and industrial segment and look forward to being a shareholder on the growth journey. The competition in the segment is tough, but for those who are quick-footed and knowledgeable, there are a lot of good deals left to do in the future. We are also very much looking forward to working with Odd Molly to continue developing logistics building rights within the framework of Vaggeryd Logistik Park”, says Stefan Hansson, principal owner HanssonGruppen Invest AB.
RIGHTS ISSUE
The Board of Directors of Odd Molly has today also decided on a fully guaranteed rights issue of approximately SEK 110 million with preferential rights for existing ordinary shareholders (“Rights Issue“). Each share held on the record date 20 November 2020 entitles holders to one (1) subscription right, whereupon six (6) subscription rights entitle the holder to subscribe for one (1) new ordinary share of series A at a price of SEK 12 per ordinary share. The issue means that a maximum of 9,182,626 new class A ordinary shares are issued, which means an increase in the company’s share capital by a maximum of SEK 918,262.6. The subscription price is decided based on the market value of the shares at a market discount.
Some of Odd Molly’s largest shareholders; Ilija Batljan (through companies), Rutger Arnhult (through companies), Patrik Tillman (through companies) and Phoenix Insurance Group, which together hold and represent approximately 53 percent of the company’s shares, have committed to subscribe for their respective pro-rata shares in the Rights Issue. The part of the Rights Issue that is not covered by the subscription commitments is guaranteed by a group of international investors led by the insurance company The Phoenix Insurance Company Ltd. The rights issue is thus fully secured.
The rights issue will create good liquidity for the Odd Molly Group and strengthen the balance sheet, which, in the Board’s opinion, will allow for more attractive financing conditions for the company in the future.
Odd Molly’s existing shareholders have a preferential right to subscribe for new shares in relation to the number of shares that the holder already owns. The record date for determining which shareholders are entitled to subscribe for shares with preferential rights is 20 November 2020. Shares that are not subscribed for on the basis of subscription rights will primarily be offered to those who have subscribed for shares on the basis of subscription rights and who have expressed an interest in subscribing additional shares without the support of subscription rights. I If ordinary shares thus offered are not sufficient for the subscription, the ordinary shares shall be distributed among the subscribers in relation to the total number of shares they previously own in the company and, insofar as this cannot be done, by drawing lots. In the alternative, allotment shall be made to other investors whom have subscribed for shares in the Rights Issue without the support of preferential rights and, in the case of oversubscription, pro-rata in relation to the number of shares subscribed and to the extent that this cannot be done, by drawing lots.
The subscription period is expected to last from 24 November 2020, until 8 December 2020, or the later date decided by the Board of Directors. Trading in subscription rights is expected to take place on Nasdaq Stockholm during the period from 24 November 2020, until 4 December 2020.
Indicative timetable for the rights issue
18 November 2020 – Last trading day in the share with the right to participate in the Rights Issue
19 November 2020 – First trading day in the share without the right to participate in the Rights Issue
20 November 2020 – Prospectus published
20 November 2020 – Record date for participation in the Rights Issue
From 24 November 2020 to 4December 2020 — Trading in subscription rights
From 24 November 2020 to 8 December 2020 – Subscription period
11 December 2020 – Publication of preliminary outcome of the Rights Issue
14 December 2020 – Publication of final outcome of the Rights Issue
REAL ESTATE TRANSACTIONS
Borås
Odd Molly has today entered into an agreement to acquire four logistics properties in Borås through the acquisition of 100 percent of the shares in four real estate companies at an underlying property value of approximately SEK 196 million. The seller is mainly HanssonGruppen Invest AB. In total, the property portfolio comprises a rentable area of 17,942 sqm with annual rental income of SEK 13.4 million and net operating income of approximately SEK 11.7 million. The Borås real estates, located in the Viared area are high quality investment properties with eight existing tenants including, Camfil Power Systems, Padelcenter, Londré Textiles and Indukta.
The purchase price for the shares amounts to a total of approximately SEK 72 million. Financing is made through a seller’s reverse, which may be offset in connection with a new issue of a maximum of 1,886,296 new class A ordinary shares at a price of SEK 14, corresponding to an amount of SEK 26.4 million, as well as through bank loans and seller financing. The scheduled date of closing is 15 December 2020.
Vaggeryd Logistics Park
Odd Molly has today also entered into an agreement to acquire two major investment properties and a larger area of land located along the E4 in Vaggeryd, through the acquisition of 100 percent of the shares in Vaggeryd Logistikpark AB. Vaggeryd Logistikpark AB is currently co-owned by HanssonGruppen Invest AB and Fiskaregården Investment AB through Vaggeryd Utveckling AB and has an underlying property value of approximately SEK 138 million.
In total, the property portfolio comprises a land area of 380,000 sqm, existing leased storage and logistics building area of 26,700 sqm and currently leased 89,000 sqm of outdoor land.
On the today undeveloped land of approximately 240,000 sqm located next to E4, Odd Molly International AB together with the seller Vaggeryd Utveckling AB, in a jointly owned project, will develop logistics properties under the name Vaggeryd Logistik Park. The project has already started under the current owner, who has also established contact with a number of potential tenants who expressed an interest in establishing themselves in the area. In addition to good logistics and signage along the E4, there is also a railway track onto the property. Furthermore, Vaggeryd Energi plans to erect a new district heating plant on directly adjacent property, which is expected to bring benefits to future tenants in the area.
The ground area is mostly flat with hard surfaces and has previously been used for wood and timber storage. It is estimated that in this area there will gradually be the possibility to build between 120,000 – 160,000 square meters of modern logistics buildings with an estimated potential market value in excess of SEK 1,500 million. Future project results, less production and land costs, will be divided equally between Odd Molly and Vaggeryd Utveckling AB. Rental income today amounts to approximately SEK 9.2 million with an estimated net operating income of approximately SEK 8.5 million. Existing tenants include Sortera Materials, Scandbio, WOG Trä, Sveaskog and Veolia.
The purchase price for the property-owning companies amounts to approximately SEK 121 million. Financing is made via a seller’s reverse, which will be offset against a maximum of 3,472,854 new class A ordinary shares at a price of SEK 14 per share, corresponding to SEK 48.6 million, as well as through bank loans and seller finance. The scheduled date of closing is 15 December 2020. The agreement contains a provision for additional payment of no more than SEK 22 million in the event that a larger option for new leases is exercised in the area, excluding the associated development area, for the next two years, and is dependent on the agreed rental amount and duration that is subscribed for.
Malmö
Odd Molly has today also entered into an agreement to acquire a property in Malmö at an underlying property value of approximately SEK 20 million. Sellers are Nirvana Invest AB and a small owner. The property has a lettable area of 1,800 sqm with annual rent of SEK 1.3 million and net operating income of approximately SEK 1.1 million. The property is located within Fosieby’s industrial area in the southeastern part of Malmö and has Svea Kött as a tenant.
The purchase price for the shares in the property-owning company amounts to approximately SEK 18.7 million. Financing is made via a seller’s reverse, which may be set off against a maximum of 1,337,151 new class A ordinary shares at a price of SEK 14. The scheduled date of closing is 15 December 2020.
After completed transactions, the company’s total property portfolio will increase from approximately SEK 548 million to approximately SEK 900 million and the number of square meters from approximately 73,000 to just over 119,000 square meters. Estimated net operating income increases from SEK 32.5 million to just under SEK 53 million, including previously announced acquisitions and extensions on the company’s logistics property in Kristianstad, which was acquired at the end of 2019.
DIRECTED CASH ISSUE
Odd Molly has today also decided on a directed cash issue of 3,000,000 class A ordinary shares to a group of international investors led by the insurance company The Phoenix Insurance Company Ltd. The subscription price for the shares is SEK 14 per ordinary share, which is based on the assessed market price of ordinary shares and taking into account the Rights Issue. The issue provides the company with SEK 42 million. The purpose of the directed cash issue and the reason for deviation from the shareholders’ preferential rights is to enable acquisitions before the Rights Issue has been completed. Subscription and payment in connection with the directed cash issue shall be made no later than October 27, 2020. The Board of Directors has the right to extend the subscription and payment period.
Issue authorization
All issues, including the Rights Issue, have been decided within the framework of the Board’s existing authorization to decide on one or more occasions during the period up to the next Annual General Meeting on a new issue of Ordinary Class A shares, Ordinary D shares and/or Preference shares, with or without deviation from the shareholders’ preferential rights. The number of shares that can be issued under the authorization may correspond to an increase in the share capital of no more than 50 percent, based on a share capital of SEK 5,209,576. The authorization was granted by the Extraordinary General Meeting on October 15, 2020.
Other
Odd Molly International AB will deliver its interim report for January-September 2020 on October 23 at 08:00 CET.
For further information please contact:
Patrik Tillman, Chairman of the Board Odd Molly International AB (publ) +46 733 50 61020
Johanna Palm, Deputy CEO Odd Molly International AB (publ) +46 8 522 285 97
Stefan Hansson, principal owner HanssonGruppen Invest AB, + 46 705 184 252
This information is information that Odd Molly International AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the above contact persons, for publication on 21 October 2020 at 08:00 CET.
Important Information
Publication, publication or distribution of this press release may be subject to legal restrictions in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
This press release does not contain and does not constitute an invitation or offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities of Odd Molly. The invitation to the persons concerned to subscribe for shares in Odd Molly will only be made through the prospectus that Odd Molly intends to publish on the company’s website, after approval and registration by the Swedish Financial Supervisory Authority. The prospectus will include risk factors, financial information and information about the Company’s Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase securities referred to in this press release except on the basis of the information that will be contained in the prospectus that will be published.
This press release is not addressed to persons residing in the United States (meaning: United States, territories, any United States state and district of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where the offer or sale of subscription rights, paid subscribed shares or new shares is not permitted. This press release may not be published, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is subject in whole or in part to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other measures in addition to what is required by Swedish law. The information contained in this press release may also not be forwarded, reproduced or presented in a manner that is contrary to such restrictions or that would require additional prospectuses, other offer documentation, registrations or other measures. Failure to comply with this instruction may constitute a violation of the United States Securities Act of 1933, with the addition, (“Securities Act“) or applicable laws of 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 jurisdiction in 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, to or within the United States or on behalf of such person other than in accordance with the exception of, or in a transaction that is not subject to registration under the Securities Act and is in accordance with applicable securities regulations in the relevant State or jurisdiction of the United States. No offers to the public regarding subscription rights, paid subscribed shares or new shares are made in the United States. There are no plans to register any securities mentioned in this press release in the United States or direct an offer to the public in the United States.
This press release is distributed and addressed only to (i) persons outside the United Kingdom or (ii) persons who have professional experience in investment activities and who fall within the definition of “professional investors” in Article 19(2) of the UK Financial Services and Markets Act 2000 (“Financial Promotion) Order 2005 (the“Order”) or (iii) are persons subject to Article 49(2)(a) to (d) (“high net worth companies” (“). unincorporated associations etc.”) in the Order, or (iv) certified individuals with high net worth and certified and self-certified sophisticated investors referred to in Articles 48, 50 and 50A respectively of the Order or (v) persons to whom this press release can be lawfully communicated (all such persons are collectively referred to as“relevant persons”). All investments to which this press release relates are only available to and will only be targeted and distributed to relevant persons. Persons who are not relevant persons shall not take any action based on this press release nor act or rely on it.
This press release is distributed and addressed within EEA Member States, only to persons who are qualified investors in accordance with Regulation (EU) 2017/1129 (the“Prospectus Regulation”) in such Member States and to other persons to whom this press release may be legally addressed. No one who 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 “shall,” “be expected,” “believe,” “estimate,” “intend,” “intend,” “assume,” and similar expressions. Such statements express Odd Molly’s intentions, opinions or current expectations or assumptions. Such forward-looking statements are based on current plans, estimates and projections that Odd Molly has made to the best of its ability but which Odd Molly does not claim will be accurate in the future. Forward-looking statements are associated with risks and uncertainties that are difficult to predict and generally cannot be affected by Odd Molly. It should be borne in mind that actual events or outcomes may differ materially from those covered by, or expressed, in such forward-looking statements.
This information, opinions and forward-looking statements contained in this press release are effective only at that date and are subject to change without notice.
Odd Molly International AB, Kornhamnstorg 6, 111 27 STOCKHOLM, Switchboard: +46 8 522 28 500 www.oddmolly.com
Press images can be downloaded from Odd Molly’s website www.oddmolly.com under “press”. Odd Molly also has her own newsletter that reports less news from daily operations. To subscribe to it, go to www.oddmolly.com .