NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Press release, 19 November 2020
Fortinova Fastigheter AB (publ) (”Fortinova” or the “Company”) today announces the outcome of the Company’s Class B share issue (the “Offering”) and the listing on Nasdaq First North Premier Growth Market (”First North Premier”). The Offering attracted strong interest from both Swedish and international institutional owners, as well as the general public in Sweden. The Offering was oversubscribed and added more than 5,000 new shareholders to the Company.
The Offering in brief
- The final price in the Offering has been set to SEK 44 per share, corresponding to a market capitalization of the Company of approximately SEK 2.2 billion after the completion of the Offering.
- The Offering is comprised of 16,545,455 newly issued Class B shares, corresponding to approximately 33 per cent of the shares and 22 per cent of the votes in Fortinova after the completion of the Offering.
- To cover any over-allotments in the Offering, the Company is committed to issue up to an additional 1,654,545 Class B shares (corresponding to ten per cent of the total number of shares in the Offering) (the “Over-allotment Option”).
- Provided that the Over-allotment Option is exercised in full, the Offering will be comprised of 18,200,000 newly issued shares Class B shares, which corresponds to approximately 35 per cent of the shares and 24 per cent of the votes in Fortinova after the completion of the Offering.
- Fastighets AB Balder, SEB Fonder, ICA-handlarnas Förbund Finans AB, Kastellporten AB (subsidiary within the Bygg-Göta Group)and Andra AP-fonden have acquired a total of 10,880,000 Class B shares in the offering, corresponding to approximately SEK 479 million and approximately 60 per cent of the Offering, provided that the Over-allotment Option is exercised in full.
- The total value of the Offering amounts to SEK 728 million, before deduction of costs related to the Offering (and approximately SEK 800 million, provided that the Over-allotment Option is exercised in full).
- Trading of Fortinova’s Class B shares on First North Premier commences today on 19 November 2020 and the shares will trade under the symbol “FNOVA B”.
- Settlement is expected to take place on 23 November 2020.
Anders Johansson, founder and CEO, comments:
“We are very proud of the significant interest that investors have shown in Fortinova. The strong demand from cornerstone investors, other institutional investors and the general public in Sweden is a confirmation of our growth potential. We welcome our new shareholders and look forward to continuing to develop Fortinova in a public environment towards our vision to be western Sweden’s most prominent property company in the residential property market.”
Fortinova is a growing real estate company founded in 2010, with the business model based on acquiring, developing and managing primarily residential properties which, according to Fortinova’s assessment, have documented strong cash flows. The Company has an objective to generate a positive return over time, independent of market development. Fortinova has a geographical focus on growth municipalities in western Sweden, which the Company deems to have a good growth profile and are attractive areas to work and live in. The Company is based in Varberg and was founded by Fortinova’s current CEO Anders Johansson and Deputy CEO Anders Valdemarsson. As of 31 August 2020, Fortinova owned investment properties valued at SEK 2,261 million, of which residential properties make up approximately 86 per cent, with the remainder of the property value attributable to community service and commercial properties.
Skandinaviska Enskilda Banken AB (publ) (“SEB”) may, in its role as stabilization manager, in connection with the Offering, conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilization transactions may be carried out on First North Premier, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on First North Premier and ending not later than 30 calendar days thereafter. However, SEB has no obligation to undertake any stabilization measures and there is no assurance that stabilization measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering.
The Over-allotment Option may be utilized to over-allot shares in order to facilitate any stabilization transaction. The stabilization transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. SEB must, no later than by the end of the seventh trading day after stabilization transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilization measures have been undertaken. Within one week of the end of the stabilization period, SEB will disclose whether or not stabilization measures were undertaken, the date on which stabilization started, the date on which stabilization was last carried out as well as the price range within which stabilization was carried out for each of the dates when stabilization measures were conducted.
SEB is acting as Global Coordinator and Bookrunner in connection with the Offering. The law firm Vinge KB is acting as legal advisor to Fortinova, and the law firm Hammarskiöld & Co AB is acting as legal advisor to SEB. The Offering to the public is managed by SEB and Avanza Bank AB (publ), which has been engaged as Retail Manager in connection with the Offering.
For more information, please contact:
Anders Johansson, CEO
Mobile: +46 70 301 54 35
John Wennevid, CFO and Head of Investor Relations
Mobile: +46 73 660 94 13
This announcement is not and does not form a part of any offer for sale of securities in Fortinova. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of 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 (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
In connection with the offer or sale of securities referred to herein, the financial advisor engaged by the Company may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the financial advisor in accordance with all applicable laws and rules.