Genova has completed a directed ordinary share issue raising proceeds of MSEK 288 to finance part of the acquisition of 50 percent of the shares in Järngrinden AB

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NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, UNITED KINGDOM, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEELAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW. PLEASE CONSULT THE "IMPORTANT INFORMATION" SECTION IN THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.

Genova Property Group AB ("Genova") has carried out a directed share issue of 2.4 million new shares at subscription price of SEK 120 per ordinary share, directed to institutional investors (the "Directed Issue"). Genova will receive SEK 288 million through the Directed Issue before deduction of costs related to the Directed Issue. The subscription price in the Directed Issue has been determined through an accelerated book-building procedure led by Carnegie Investment Bank AB (publ) and Swedbank AB (publ) (jointly referred to as "Managers"). The investors in the Directed Issue consist of a number of Swedish and international institutional investors and the Directed Issue was oversubscribed.

Michael Moschewitz, CEO at Genova:
"We see the interest in Genova's directed share issue as a sign that we are doing the right things. With the capital injection, we will partly finance a strategic company acquisition in Western Sweden in the form of 50 percent of the shares in the property and development company Järngrinden. At the same time, it is positive for Genova to broaden its ownership base with several reputable institutional investors."

The Directed Issue
The subscription price for the new ordinary shares in the Directed Issue was set to SEK 120 per ordinary share and has been determined through an accelerated bookbuilding procedure. Through the Directed Issue, which corresponds to a total of 2.4 million ordinary shares, Genova will receive SEK 288 million before deduction of costs related to the Directed Issue. The investors in the Directed Issue consist of a number of Swedish and international institutional investors. The board of directors has resolved on the issue of 2.4 million ordinary shares (equivalent to SEK 288 million) based on the authorisation granted by the Annual General Meeting on 7 May 2021.

The Directed Issue was oversubscribed. Investors in the Share Issue included Swedish and international institutional investors, including Länsförsäkringar, Enter Fonder, Capital Group, Skandia och Henderson.

Genova intends to use the net proceeds from the Directed Issue to partly finance the acquisition of 50 percent of the shares in Järngrinden AB ("Järngrinden"), including two call options to acquire the remaining 50 percent of the shares within five and seven years respectively (the "Acquisition"). The reasons for deviation from the shareholder's preferential rights by carrying out a directed new share issue is that it is a pre-condition in order to be able to carry out the Acquisition of Järngrinden, that Genova procures necessary capital for part of the-financing of the Acquisition within a short timeframe, which is made possible by the faster and more cost efficient capital raising enabled by a directed new share issue. In addition, the board of directors consider it to be positive that the institutional ownership base is increased, which is also deemed to be positive for the liquidity in the share. The board of directors' overall assessment is thus that the reasons for carrying out the new share issue with deviation from the shareholder's preferential rights overweighs the principal rule that new share issues shall be carried out with preferential rights for existing shareholders and that a new issue with deviation from the shareholder's preferential rights is therefore in the interest of Genova and all its shareholders. The board of directors furthermore deems, in the light of the accelerated book building procedure carried out by the Managers, that the Directed Issue, including the determination of the subscription price which amounted to SEK 120 and thereby corresponds to a discount of 4 percent compared to the closing price on Nasdaq Stockholm on 28 September 2021, is on market terms.

After the registration of the Directed Issue with the Swedish Companies Registration Office, the total number of ordinary shares in Genova will increase with 2.4 million ordinary shares, and amount to 41,976,966. The Directed Issue entails a dilution of approximately 5,7 percent of the number of shares and votes in the Company, based on the total amount of shares in Genova after the Directed Issue. The share capital will increase by SEK 2,880,000 from SEK 47,492,359.20 to SEK 50,372,359.20.

Settlement and lock-up undertakings
The Directed Issue will be subscribed for by Swedbank AB (publ) at the quota value to settle the delivery of ordinary shares to investors.

In addition, Genova has, with customary exceptions, undertaken to not issue new shares during a period of 180 calendar days calculated from 28 September 2021.

Advisers
Carnegie Investment Bank AB (publ) and Swedbank AB (publ) are Joint Global Coordinators. Gernandt & Danielsson Advokatbyrå KB acts as legal advisors to Genova and Wigge & Partners KB acts as legal advisors to the Managers in connection with the Directed Issue.

For further information, please contact:
CEO, Michael Moschewitz, mobile +46 (0)70-713 69 39, michael.moschewitz@genova.se

About Genova
Genova Property Group AB (publ) is a modern property company with a personal touch that owns, manages and develops properties with focus on Greater Stockholm area and Uppsala Region. On 30 June 2021, the value of the company's property portfolio amounted to approximately SEK 7.1 billion with a lettable area of approximately 243,000 sqm and the company held 6,782 building rights for residential units. Genova's ordinary shares have been listed on Nasdaq Stockholm since June 2020.

This information is such information that Genova Property Group AB (publ) is obligated 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 28 September 2021 at 21.55 CEST.

Genova – Smålandsgatan 12 – SE-111 46 Stockholm – www.genova.se

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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 Genova in any jurisdiction, neither from Genova nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company's shares. Any investment decision to acquire or subscribe for shares in connection with the directed issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Genova. The information in this press release only aims to provide background information and does not claim to be full or complete. No information, regardless of purpose, should be attached to the information in this press release or its accuracy or completeness.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, United Kingdom, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Genova has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.

Forward looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, including Genova's current beliefs or expectations about future events and financial and operational achievements, including statements about guidance, planning, prospects and strategies. Words like "intend", "estimate", "expect", "can" and similar expressions about indications or predictions about future development or trends which are not based on historical facts constitutes forward-looking information. Even if Genova believes that these statements are based on reasonable assumptions and expectations, it cannot give any warranties for that any such forward looking statements will be materialised. Since these forward looking statements involve both known and unknowns risks and uncertainties, the actual outcome can be essentially different compared to the forward-looking information. Such risks and uncertainties include but are not limited to the following: that the Acquisition contributes to the achievements of Genova's operational and financial targets. Estimated total investment volume in Järngrinden's property development portfolio as well as estimated value after the completion of the development portfolio. Based on Järngrinden's financial results 12 months from the last day in June 2021, the Acquisition is expected to have a positive influence on Genova's results of around 35 MSEK on a yearly basis, notwithstanding of the effects on the result entailed by the capital injection of 275 MSEK to Järngrinden due to the Acquisition. Forward looking statements in this press release only apply at the time for the press release and may be changed without notice. Genova does not undertake any obligation to publicly update or revise any forward looking statement as a result of new information, future events or anything else, if it is not required by applicate law or rules at the stock exchange.

In the United Kingdom this press release, including any other information regarding the securities as mentioned here, is distributed and directed only, and an investment or investment activity attributable to this document are only available to an will be used by "qualified investors" which (i) have professional investment experience falling within the at any time applicable Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) are high net worth entities or other persons to which it can legally be undertaken with encompassed by Article 49(2)(a) to (d) of the Order (all such persons under (a) and (b) above are jointly referred to as "Relevant Persons"). The Securities are only available to, and every invitation, offer or agreement to subscribe, buy or otherwise acquire such securities will only include Relevant Persons. Those who are not Relevant Persons shall not act on, or rely on, these documents or their content.

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 shares in Genova have been subject to a product approval process, which has determined that such 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 "EU Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Genova may decline and investors could lose all or part of their investment; the shares in Genova offer no guaranteed income and no capital protection; and an investment in the shares in Genova 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 new share issue.

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 in Genova.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Genova and to resolve on suitable distribution channels.

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