John Mattson publishes prospectus in connection with Initial Public Offering on Nasdaq Stockholm
John Mattson Fastighetsföretagen AB (publ) (“John Mattson” or the “Company”) is Lidingö’s largest residential property owner with some 2,200 apartments. On 27 March 2019, John Mattson announced that the Company had initiated a process to investigate the possibilities for listing the Company’s shares on the main list of Nasdaq Stockholm and, in conjunction with the listing, to conduct an initial public offering (the “Offering”) to acquire existing shares in the Company. The prospectus for the Offering is published today and the first day of trading is expected to be 5 June 2019.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Press release dated 22 May 2019
Summary of the Offering
- The issue price per share in the Offering is SEK 90 per share, corresponding to a total value of SEK 3,030 million for the total number of shares outstanding in John Mattson.
- The Offering consists of 14,500,000 shares and are offered by AB Borudan Ett (the “Principal Shareholder”).
- The Offering is open to the general public in Sweden and to institutional investors in Sweden and abroad.
- Moreover, the Principal Shareholder has provided an overallotment option to the Joint Global Coordinators, whereby the Principal Shareholder undertakes to sell a maximum of 2,175,000 additional shares in the Company (the “Overallotment Option”), corresponding to a maximum of 15.0% of the number of shares in the Offering.
- Assuming the Overallotment Option is exercised in full, the value of the Offering will amount to SEK 1,501 million, corresponding to 49.5% of the total number of shares outstanding in the Company.
- The First AP fund, Länsförsäkringar Fonder, Carnegie Fonder, Prior & Nilsson, Fidelity and Tagehus Holding AB (jointly referred to as the “Cornerstone Investors”) have, subject to certain conditions, undertaken to acquire shares in the Offering for an amount of not more than SEK 910 million. The undertakings correspond to a total of 30.0% of the total number of shares outstanding in the Company on completion of the Offering.
- The subscription period for the general public in Sweden is expected to take place between 23 May and 3 June 2019. The subscription period for institutional investors is expected to take place between 23 May and 4 June 2019.
- The first day of trading on Nasdaq Stockholm is expected to be 5 June 2019 and settlement is expected to be on 10 June 2019. John Mattson’s share will be traded under the symbol (ticker) “JOMA.”
- A prospectus containing the full terms, conditions and instructions for the Offering will be published today 22 May 2019 on John Mattson’s website, www.johnmattson.se, Carnegie’s website for ongoing offerings, and on Handelsbanken’s and Nordnet’s websites.
Siv Malmgren, CEO of John Mattson, comments:
-John Mattson has both evolved as a company and developed its housing areas over the past few years. The Company has upgraded more than 1,000 apartments, and supplemented these with more than 100 new apartments, local services, educational premises and meeting places. Slightly more than 600 apartments have been acquired. Moving forward, the strategy is to continue development through property management, refinement, densification and acquisitions in the Stockholm region. A listing will strengthen our possibilities for offering more tenants great neighbourhoods across generations.
Anders Nylander, Chairman of the Board of John Mattson, comments:
-John Mattson has a long tradition as a residential property owner and developer. A listing means that the Company will be able to make further advances as a long-term property owner in the Stockholm region.
Background and motivation for the Offering
For a considerable time, the Principal Shareholder, the Board of Directors and the management have been preparing the Company for a future in listed environment. The objective is to thereby create even better conditions for the Company’s long-term development through its strategy of managing and refining its existing property portfolio, and through expansion of the portfolio through densification and acquisitions. The overall aim is to increase income from property management and EPRA NAV through leveraging economies of scale and the organisation’s competence.
The Offering and the listing of John Mattson’s shares on Nasdaq Stockholm creates the conditions to increase recognition of the Company and its operations, strengthen John Mattson’s profile among tenants and municipalities, and to attract and retain qualified employees and key individuals.
The listing of the Company’s shares will also provide a diversified shareholder base and enable John Mattson to utilise the capital market for the purposes of broadening and increasing the efficiency of funding alternatives for continued growth and development.
The assessment of Nasdaq Stockholm is that John Mattson fulfils the applicable listing requirements. Nasdaq Stockholm will approve an application for admission to trading of the Company’s shares, provided that certain conditions are fulfilled, including the Company’s submission of such an application and that it fulfils the distribution requirement.
The Offering¹
The Offering consists of two parts: (i) the offer to the general public in Sweden and (ii) the offer to institutional investors in Sweden and abroad. To cover any overallotment in connection with the Offering, the Principal Shareholder will undertake, at the request of the Joint Global Coordinators, to sell a maximum of 2,175,000 additional shares in the Company, corresponding to a maximum of 15.0% of the total number of shares encompassed by the Offering, and a maximum of 6.5% of the total number of shares in the Company. If the Overallotment Option is exercised in full, the Offering will encompass a maximum of 16,675,000 shares in the Company, corresponding to 49.5% of the total number of shares outstanding in the Company.
The issue price under the Offering is SEK 90 per share. The Issue Price has been determined by the Principal Shareholder in consultation with the Joint Global Coordinators, and is based on a number of factors, including negotiations with the Cornerstone Investors, assessment of the level of interest from other institutional investors, valuations for listed property companies in general and listed residential property companies in particular, the valuation multiples from previously completed stock exchange listings of property companies, the current market climate and estimates pertaining to John Mattson’s business focus, earnings capacity, financial position and growth potential.
The Principal Shareholder, Tagehus Holding AB together with other shareholders (including shareholding Board members and senior executives) in the Company will undertake, subject to customary reservations, not to sell any shares in the Company for a defined period after the commencement of trading on Nasdaq Stockholm.
The First AP fund, Länsförsäkringar Fonder, Carnegie Fonder, Prior & Nilsson, Fidelity and Tagehus Holding AB have, subject to certain conditions, undertaken to acquire shares in the Offering for an amount of not more than about SEK 910 million, corresponding to around 30.0% of the total number of shares outstanding in the Company.
The total value of the Offering amounts to SEK 1,305 million if the Overallotment Option is not exercised and to SEK 1,501 million if the Overallotment Option is exercised in full.
The first day of trading on Nasdaq Stockholm is expected to be 5 June 2019. The settlement date has been set for 10 June 2019. John Mattson’s share will be traded under the symbol (ticker) “JOMA.”
Prospectus and subscription
The prospectus for the Offering and the admission to trading on Nasdaq Stockholm will be published today 22 May 2019 on John Mattson’s website, www.johnmattson.se. The prospectus will also be available on Carnegie’s website for ongoing offerings, www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden/, on Handelsbanken’s website, www.handelsbanken.se/prospekt and on Nordnet’s website, www.nordnet.se. Application to subscribe can be made through Nordnet’s Internet service, www.nordnet.se and through Carnegie and Handelsbanken for existing clients.
Preliminary timetable
Publication of the prospectus 22 May 2019
Subscription period for the general public in Sweden 23 May to 3 June 2019
Subscription period for institutional investors 23 May to 4 June 2019
The first day of trading on Nasdaq Stockholm 5 June 2019
Settlement date 10 June 2019
About John Mattson
John Mattson is Lidingö’s largest residential property owner with some 2,200 rental apartments. As of 31 March 2019, the market value of John Mattson’s property portfolio was slightly more than SEK 6 billion. The property portfolio is located in southern Lidingö in the areas of Larsberg, Käppala, Baggeby and Dalénum. The apartments are of varying size, with different equipment standards and rent levels.
The focus of the Company’s strategy is on property management, refinement, densification and acquisitions, including the acquisition of development rights and participation in competitions for land allocation projects. The management of the Company’s properties is characterised by an overall perspective and close customer relationships. In practical terms, this entails maintenance of properties with a long-term approach based on a lifecycle perspective and a building- and tenant-centric focus.
Moving forward, John Mattson intends to continue its strategy of managing and refining its existing property portfolio, and to expand the portfolio through densification and acquisitions, including the acquisition of development rights and participating in land allocation projects, with the objective of increasing earnings and net asset values and through leveraging economies of scale and the organisation’s competence.
Financial targets
- An average annual growth in EPRA NAV per share of at least 10%, including distributions to shareholders, over a business cycle.
- An average annual growth in income from property management per share of at least 10% over a business cycle.
- The value of the John Mattson’s property holdings is at least SEK 10 billion by 2023. As of 31 March 2019, the property value was SEK 6.1 billion.
About AB Borudan Ett
AB Borudan Ett is a family owned company focused on asset management. Kerstin Skarne, daughter of John Mattson, owns 100% of AB Borudan Ett.
Advisors
Carnegie Investment Bank AB (publ) and Svenska Handelsbanken AB (publ) are the Joint Global Coordinators and Joint Bookrunners in connection with the Offering. Gernandt & Danielsson Advokatbyrå KB is the legal advisor to the Company and to the Principal Shareholder.
For further information, please contact:
Siv Malmgren, Chief Executive Officer
Tel: +46 705 39 35 07
E-mail: siv.malmgren@johnmattson.se
Erik Kronqvist, Head of Investor Relations
Tel: +46 706 97 22 22
E-mail: erik.kronqvist@johnmattson.se
This information was submitted for publication at 11:00 a.m. (CEST) on 22 May 2019.
Important information
This announcement does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares or other securities in John Mattson.
Copies of this announcement are not being made and may not be distributed or sent into the United States of America, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any member state within the European Economic Area (“EEA”), other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this release is only addressed to and is only directed to investors in EEA member states who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.
This announcement and the information contained herein are not for distribution in or into the United States. No shares or other securities in the Company have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction of the United States and no shares or other securities in the Company may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States. There will be no public offering of the shares or other securities in the Company in the United States. Furthermore, there are no plans to register shares or other securities in the Company, or to conduct an offering of such shares or securities, in the United States.
The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan 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, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.
This announcement, together with other material pertaining to the securities described herein, is only distributed to and directed to (i) persons who are 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) to (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.
Any offering to acquire the securities referred to in this release will be made by means of a prospectus that will be provided by the Company and that will contain detailed information about the Company and its management, as well as financial statements. This release is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this release except on the basis of information contained in a prospectus.
Forward-looking statements
This release may contain forward-looking statements. Such statements include all statements that are not historical facts and may be identified by expressions such as “believe”, “expect”, “anticipate”, “intend”, “can”, “plan”, “estimate”, “will”, “should”, “should be able to”, “strive” and “may” as well as by negations of the aforementioned expressions. The forward-looking statements in this release are based upon various estimates and assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these forward-looking statements 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 the Company’s 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 Company does not guarantee that the assumptions underlying the forward looking statements in this release are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed herein or any obligation to update or revise the statements in this release to reflect subsequent events or developments. Undue reliance should not be placed on the forward-looking statements in this release.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of this release.
Information to distributors
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) Chapter 5 of the Swedish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (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 the Company have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Irrespective of the target market assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s 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 Offering.
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, purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
¹Refer to the Prospectus for further information about the Offering