Balder completes a directed issue of 6.5 million Class B shares, raising proceeds of approximately SEK 2,945 million
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Fastighets AB Balder (publ) (“Balder”) (Nasdaq Stockholm: BALD B) has, based on the authorization granted by Balder’s Annual General Meeting on 11 May 2020, resolved to carry out a direct share issue of 6,500,000 Class B shares at a subscription price of SEK 453 per share (the “Issue”). The subscription price in the Issue has been determined through a so-called “accelerated book-building” procedure and represents a discount of 4.75 per cent in relation to the closing price on 23 November 2020. In relation to the long-term net asset value, as of 30 September 2020, the subscription price represents a premium of 24.9 per cent. Through the Issue, Balder will receive proceeds amounting to approximately SEK 2,945 million before costs related to the Issue. Subscribers to the Issue consist of a large number of Swedish and international institutional investors. The reason for the deviation from the shareholders' preferential rights is to carry out the Issue in a time- and cost-effective manner, and to further diversify the shareholder base.
The new share issue entails a dilution effect of approximately 3.61 per cent in relation to the total number of shares and approximately 2.31 per cent in relation to the total number of votes in Balder by increasing the number of outstanding shares from 180,000,000 to 186,500,000 (divided into 11,229,432 shares of Class A and 175,270,568 Class B shares) and the number of votes increases from 28,106,488.8 to 28,756,488.8.
In order to facilitate the delivery of Class B shares to investors in the Issue, Arvid Svensson Invest AB has lent 6,500,000 Class B shares to Carnegie Investment Bank AB. Upon utilization of the share loan, the borrowed shares will be returned after the Issue has been registered with the Swedish Companies Registration Office.
Balder has undertaken, on normal terms, not to issue additional shares for a period of 180 days from the settlement date of the Issue.
In connection with the Issue, Balder has engaged ABG Sundal Collier and Carnegie Investment Bank as joint bookrunners and Setterwalls Advokatbyrå as legal adviser.
For further information, please contact:
CEO Erik Selin, tel. +46 706 074 790 or
CFO Marcus Hansson, tel. +46 768 369 848
This is information that Fastighets AB Balder (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 07.30 CET on November 24, 2020.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Balder in any jurisdiction, neither from Balder or anyone else.
This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release shall not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, the United States of America or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions than those required according to Swedish law. Acts in contrary to this instruction can constitute a crime according to applicable securities laws.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Balder has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Balder’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Balder’s current plans, estimates and projections, which have been made to the best of Balder’s ability. However, Balder does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Balder. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new shares in the Issue have been subject to a product approval process, which has determined that the these shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier and Carnegie Investment Bank will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.
Fastighets AB Balder (publ)
PO Box 53121, 400 15 Gothenburg
Tel +46 31 10 95 70
Corporate Identity No 556525-6905, Registered office Gothenburg
Fastighets AB Balder is a listed real estate company which shall meet the needs of different customer groups for premises and housing through local support. Balder's real estate portfolio had a value of SEK 151.1 billion (133.2) as of 30 September 2020. The Balder share is listed on Nasdaq Stockholm, Large Cap.