Sale of shares in Ambea AB (publ)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
Sale of shares in Ambea AB (publ)
Press release, March 12, 2024
ACTR Holding AB (“ACTR”) has sold 7,700,000 shares in Ambea AB (publ) ("Ambea"), representing approximately 8.6 percent of the total number of shares. The shares were sold to Swedish and international institutional investors at a price of SEK 57.5 per share (the “Placing”).
After the Placing, ACTR will continue to own 7,633,901 shares, representing approximately 8.5 percent of the total number of shares and votes in Ambea, and will continue to have representatives on the Board of Directors of Ambea and actively participate to contribute to Ambea’s long-term strategy.
ACTR has agreed to a lock-up in relation to its shares in Ambea until the next interim report, which is expected to be published on 3 May 2024.
ACTR is controlled by Triton Fund III (via its general partner), which is managed by Triton Investment Management Limited, which is in turn advised by Triton Investments Advisers LLP. Carnegie Investment Bank AB and Danske Bank A/S, Danmark, Sverige Filial, acted as Joint Bookrunners in connection with the Placing.
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA, OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION (AS DEFINED BELOW). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO BUY, SELL, ISSUE, SUBSCRIBE FOR OR A SOLICITATION OF ANY OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR ANY SECURITIES OF AMBEA IN THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION, AND THE DISTRIBUTION OF THIS COMMUNICATION IN SUCH JURISDICTIONS MAY BE SIMILARLY RESTRICTED. NO ACTION HAS BEEN TAKEN BY ACTR, THE JOINT BOOKRUNNERS OR ANY OF THEIR AFFILIATES TO PERMIT A PUBLIC OFFERING OF THE SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR PURCHASE WHATSOEVER IN ANY JURISDICTION AND SHALL NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THIS ANNOUNCEMENT SHOULD NOT BE REGARDED AS AN OPINION OR RECOMMENDATION CONCERNING THE PURCHASE OR SALE OF SECURITIES OF AMBEA. PERSONS INTO WHOSE POSSESSION THIS COMMUNICATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTIONS.
THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS FINANCIAL, LEGAL, BUSINESS OR TAX ADVICE. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS ANNOUNCEMENT YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER, LEGAL ADVISER, BUSINESS ADVISER OR TAX ADVISER FOR FINANCIAL, LEGAL, BUSINESS OR TAX ADVICE.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO, AND IS ONLY DIRECTED AT, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION.
FOR PERSONS IN THE UNITED KINGDOM, THE MATERIALS YOU ARE SEEKING TO ACCESS ARE ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION, AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS “RELEVANT PERSONS”). IN THE UNITED KINGDOM, THE MATERIALS YOU ARE SEEKING TO ACCESS ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE MATERIALS RELATE IS AVAILABLE IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
NO PERSON HAS AUTHORISED ANY OFFER TO THE PUBLIC OF SECURITIES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM. WITH RESPECT TO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH A "RELEVANT STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF SECURITIES REQUIRING PUBLICATION OF A PROSPECTUS IN ANY RELEVANT STATE. AS A RESULT, THE SECURITIES MAY ONLY BE OFFERED IN RELEVANT STATES (I) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION (EU) 2017/1129, AS AMENDED (THE “PROSPECTUS REGULATION”); OR (II) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION PROVIDED THAT NO SUCH OFFER WILL RESULT IN A REQUIREMENT FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS REGULATION. FOR THE PURPOSE OF THIS PARAGRAPH, THE EXPRESSION "OFFER OF SECURITIES TO THE PUBLIC" MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE THE INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE SECURITIES.
IN CONNECTION WITH THE SALE OF THE PLACING SHARES, ANY OF THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE PLACING SHARES IN THE SALE AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH PLACING SHARES AND OTHER SECURITIES OF AMBEA OR RELATED INVESTMENTS IN CONNECTION WITH THE SALE OR OTHERWISE. ACCORDINGLY, REFERENCES IN THIS ANNOUNCEMENT TO THE PLACING SHARES BEING SOLD, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY, ANY OF THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING IN SUCH CAPACITY. IN ADDITION ANY OF THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF ITS AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF PLACING SHARES. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
A COMMUNICATION THAT A TRANSACTION IS OR THAT THE BOOK IS “COVERED” (I.E., INDICATED DEMAND FROM INVESTORS IN THE BOOK EQUALS OR EXCEEDS THE AMOUNT OF THE SECURITIES BEING OFFERED) IS NOT ANY INDICATION OR ASSURANCE THAT THE BOOK WILL REMAIN COVERED OR THAT THE TRANSACTION AND SECURITIES WILL BE FULLY DISTRIBUTED BY THE JOINT BOOKRUNNERS. THE JOINT BOOKRUNNERS RESERVE THE RIGHT TO TAKE UP A PORTION OF THE SECURITIES IN THE OFFERING AS A PRINCIPAL POSITION AT ANY STAGE AT THEIR SOLE DISCRETION, INTER ALIA, TO TAKE ACCOUNT OF THE OBJECTIVES OF THE SELLER, MIFID II REQUIREMENTS AND IN ACCORDANCE WITH ALLOCATION POLICIES.
NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR OR THEIR AFFILIATES’ DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO ACTR, AMBEA, THEIR RESPECTIVE SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
EACH OF THE JOINT BOOKRUNNERS IS ACTING ON BEHALF OF ACTR AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE PLACING SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO ANY OF ITS CLIENTS OR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE PLACING SHARES.