Fastpartner offers common shares of series D
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, NEW ZEELAND, JAPAN, SWITZERLAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. ADDITIONAL RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Fastpartner AB (publ) (“Fastpartner”) intends to issue common shares of series D (“D-shares”) to the general public in Sweden and institutional investors in Sweden and abroad and to list the D-shares on Nasdaq Stockholm.
The price per D-share in the offer is expected to be set within the range SEK 84–88. The base offer comprises up to 7,000,000 D-shares and the offer may be increased by up to an additional 1,500,000 D-shares. The offer price and the size of the offer will be determined through a book building process and are expected to be announced on 13 December 2019.
First day of trading in the D-shares is expected to be on 13 December 2019 and settlement is expected to be on 17 December 2019.
If 7,000,000 D-shares are issued, the gross value of the offer would be SEK 616 million, provided a price at the top end of the range, and SEK 588 million, provided a price at the lower end of the range. If the offer is increased in full with an additional 1,500,000 D-shares, the gross value of the offer would be SEK 748 million, provided a price at the top end of the range, and SEK 714 million, provided a price at the lower end of the range. Transaction costs, which will be deducted from the offer proceeds, are estimated to be SEK 14–16 million.
An issue of D-shares is a part of the company’s efforts to improve its credit rating to investment grade and at the same time it enables continuous growth, among other things, through acquisitions and investments in its existing portfolio.
The application period for the general public in Sweden will take place between 3 December 2019 and 11 December 2019. The application period for institutional investors will take place between
3 December 2019 and 12 December 2019.
A prospectus in Swedish, with complete terms and instructions for the offer, will be published later today on Fastpartner’s website, www.fastpartner.se.
The offer is subject to resolution by the board of directors to issue the D-shares. The rationale for the deviation from the shareholders’ preferential rights is to achieve a strong institutional ownership base and wide distribution of the D-shares among the general public in Sweden in order to facilitate regular and liquid trading in the D-shares.
Swedbank AB (publ) in cooperation with Kepler Cheuvreux is acting as Global Coordinator. Gernandt & Danielsson Advokatbyrå KB is legal adviser to the company.
Stockholm, on 2 December 2019
For further information, please contact:
Sven-Olof Johansson, CEO Fastpartner AB (publ)
Tel: 08 – 402 34 65
This information is information that Fastpartner AB (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 08.00 CET on 2 December 2019.
This announcement does not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction where such offer or sale would be unlawful or require registration or any other measures.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Canada, New Zeeland, Japan, Switzerland or South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States (including its territories and provinces, any State of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The D-shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended.
The D-shares may not be offered or sold in the United States. There will be no offer of securities in the United States. Furthermore, the securities described herein have not been and will not be registered under the applicable securities laws of Australia, Hong Kong, Canada, New Zeeland, Japan Switzerland or South Africa, or any other jurisdiction in which such registration would be unlawful, and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Hong Kong, Canada, New Zeeland, Japan, Switzerland or South Africa. There will be no public offering of the securities described herein in the United States, Australia, Hong Kong, Canada, New Zeeland, Japan, Switzerland or South Africa, or any other jurisdiction in which such public offering would be unlawful or would require registration or other measures.
This announcement, together with other material pertaining to the securities described herein, is only distributed to and directed to (i) persons who are situated outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) high net worth companies, and other persons to whom this press release may be lawfully communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities described herein will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.
This announcement is distributed in any member state of the European Economic Area where the Commission Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and thereto related Commission Delegated Regulations apply (the “Prospectus Regulation”) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.
Swedbank AB (publ) (“Global Coordinator”) is acting exclusively for Fastpartner AB and no one else in connection with the offer and admission of the D-shares to trading, and will not regard any other person as its client in relation to the offer and will not be responsible to anyone other than Fastpartner for providing the protection afforded as client, nor for providing advice in relation to the offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither the Global Coordinator, nor any of its subsidiaries, affiliates or any of its partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Fastpartner, or any of its 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.