Exercise of the over-allotment option in Fortinova and end of stabilisation period

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Press release 2020-12-02

Skandinaviska Enskilda Banken AB (publ) (”SEB”) exercise the overallotment option of 1,654,545 class B shares in Fortinova Fastigheter AB (publ) (”Fortinova” or the ”Company”). The stabilisation period has ended in advance and no stabilisation actions have been nor will be carried out.

• As announced on 6 November 2020 in connection with the offering of class B shares in Fortinova and the listing of the class B share on Nasdaq First North Premier Growth Market (the “Offering”), SEB, in its capacity as stabilisation manager, has had the opportunity to carry out transactions in the Company’s class B share in order to support the market price at a level higher than that which might otherwise have prevailed in the market.
   
• No stabilisation measures, in accordance with Article 5.4 of the Market Abuse Regulation (EU/596/2014), have been undertaken since the listing on 19 November 2020 and considering the Company's share price development, SEB has decided to exercise the over-allotment option in full and to end the stabilisation period in advance.
   
• In connection with the initial public offering of Fortinova, the Company granted SEB an over‑allotment option of up to 1,654,545 class B shares, corresponding to ten per cent of the total number of shares in the Offering, to be used to cover over-allotment of shares and stabilisation of the share price after the listing.
   
• As a consequence of the exercise of the over-allotment option, the board of directors of Fortinova has resolved to issue 1,654,545 class B shares at a price corresponding to the issue price in the Offering (SEK 44).
   
• The exercise of the over-allotment option means that a total of 18,200,000 newly issued class B shares have been sold through the Offering, corresponding to approximately 35 per cent of the shares and 24 per cent of the votes in Fortinova after the completion of the offering. After the class B shares in the over-allotment have been registered with the Swedish Companies Registration Office, the total number of outstanding shares in Fortinova will amount to 51,335,140, of which 2,750,000 are class A shares and 48 585 140 are class B shares.
   
• In connection with the Offering, SEB has borrowed 1,654,545 existing class B shares in the Company from A2F Fastigheter AB in order to ensure delivery of all over-allotted class B shares in the Offering. Due to the exercise of the over-allotment option, the previously borrowed 1,654,545 class B shares will be returned to A2F Fastigheter AB.
   

About Fortinova

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.

Advisors

In connection to the listing, SEB acted as Global Coordinator and Bookrunner. Advokatfirman Vinge KB has acted as legal advisor to Fortinova, and Advokatfirman Hammarskiöld & Co AB has acted as legal advisor to SEB.

For more information, please contact:

Anders Johansson, CEO

Mobile: +46 70 301 54 35
Email: aj@fortinova.se

John Wennevid, CFO and Head of Investor Relations

Mobile: +46 73 660 94 13
Email jw@fortinova.se

This is information that Fortinova Fastigheter 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 persons set out above, on 2 December 2020 at 13.45 CET.

Important information

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.

The offering of the securities referred to in this announcement has been made by means of a prospectus which has been provided by the Company and which contain detailed information about the Company. This announcement constitutes an advertisement and 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.