Notice of Extraordinary General Meeting in K-Fast Holding AB (publ)
The shareholders of K-Fast Holding AB (publ), corporate identity no. 556827-0390 (the “Company” or “K-Fastigheter”), are hereby invited to the Extraordinary General Meeting (“EGM”) held on Tuesday 24 October 2023 at 5:00 p.m. CEST at the Company’s premises at Bultvägen 7 in Hässleholm, Sweden. This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Registration etc.
Shareholders wishing to participate in the EGM of K-Fast Holding AB must:
- be included in the share register maintained by Euroclear Sweden AB on Monday 16 October 2023, and
- no later than Wednesday 18 October 2023 notify their intention to participate in the EGM.
Registration takes place by submitting a written notice to K-Fast Holding AB, FAO: Johan Hammarqvist, Bultvägen 7, SE-281 43 Hässleholm, Sweden or via e-mail to ir@k-fastigheter.se. Registration must include the shareholder’s name, personal identity no./corporate identity no., address, telephone number and number of shares.
Representatives and assistants
Shareholders that are represented by proxy must provide a signed and dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of a valid certificate of incorporation of the legal entity (or equivalent document for a foreign legal entity) must be attached. The power of attorney must not be older than one year, unless a longer period of validity (subject to a maximum of five years) has been specified in the power of attorney.
Shareholders may bring one or two assistants to the EGM, provided the shareholder registers their attendance in accordance with the procedure for shareholders described above.
To facilitate registration, an original power of attorney and certificate of incorporation, and any other authorization documentation, must be submitted to the company at the following address: K-Fast Holding AB, FAO: Johan Hammarqvist, Bultvägen 7, SE-281 43 Hässleholm, Sweden, in sufficient time before the EGM.
Power of attorney forms for shareholders wishing to participate in the EGM through a proxy representative will be published on the company’s website www.k-fastigheter.com/en.
Advance voting
Shareholders are entitled to exercise their right to vote at the EGM through advance voting. A specific form must be used for advance voting. The form can be found at www.k-fastigheter.com/en/corporate-governance/general-meetings. Shareholders exercising their right to vote in advance do not need to register separately for the EGM. Submission of the advance voting form constitutes registration. K-Fast Holding AB must have received the completed form by no later than Wednesday 18 October 2023. The completed form shall be submitted to the address indicated under “Registration etc.” above. The completed form can also be submitted electronically to ir@k-fastigheter.se.
Nominee registered shares
To be entitled to participate in the EGM, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 16 October, 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines.
Proposed agenda
- Election of the Chairman of the EGM
- Preparation and approval of the voting register
- Election of one or two persons to approve the minutes of the EGM
- Determining whether the EGM has been duly convened
- Approval of the agenda
- Resolution on approval of the Board’s decision regarding directed issue
- Closing the EGM
Proposals
Resolution to approve resolution by the Board of Directors to issue share (item 6)
The Board of Directors of K-Fastigheter resolved on 28 September 2023 to issue a total of up to 24,000,000 series B shares. The capital raise is carried out through two separate resolutions on share issues, partly as a directed issue of 18,180,000 series B shares, pursuant to the authorization to issue shares granted by the Annual General Meeting held on 15 May 2023, through an accelerated book-building procedure targeting Swedish and international institutional investors, partly as a directed issue of 5,820,000 series B shares, subject to approval at an extraordinary general meeting of the company, directed to Erik Selin Fastigheter AB. The subscription price in both share issues amount to SEK 13.80 per share and has been determined through an accelerated book-building procedure carried out by Nordea Bank and Swedbank.
The Board of K-fast Holding AB proposes that the general meeting resolves to approves the Board’s resolution of the 28 September 2023, to increase the Company’s share capital by up to SEK 1,552,000 through a new issue of no more than 5,820,000 new series B shares, each with a quota value of SEK 0,266667.
The following main terms shall apply to the share issue. The subscription price per share is SEK 13,80, which corresponds to the price determined within the framework of the book-building procedure that preceded the resolution on issuing of shares. With deviation from the shareholders’ preferential right the new shares can only be subscribed for by Erik Selin Fastigheter AB. Subscription for the shares shall be made on a special subscription list no later than 28 September 2023. Payment for the subscribed shares shall be made no later than 26 October 2023. The new shares entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office.
Due to the directed issue the Board of Directors of the Company has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential right for the company’s shareholders. The Board of Directors considers that the reasons for deviating from the shareholders’ preferential right are (i) that a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price, particularly in light of the current market volatility and the challenging market conditions, (ii) that the participation in the issue from one of the Company’s principal shareholders has a positive impact on the possibility of simultaneously carrying out the new issue of 18,180,000 series B shares targeting Swedish and international institutional investors, and (iii) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue. Considering the above, the board of directors has made the assessment that a directed issue of series B shares with deviation from the shareholders’ preferential right is the most favourable alternative for K-Fastigheter to carry out the capital raise.
The assessment of the Board of Directors is that the subscription price in the share issue reflects market conditions since it has been determined through an accelerated book-building procedure and that the company receives an unconditional capital contribution in connection with the completion of the new share issue.
Erik Selin Fastigheter AB is owned by Erik Selin, who is Chairman of the Board of Directors of the Company. This means that a directed share issue to Erik Selin Fastigheter AB falls under Chapter 16 in the Companies Act, which means that the resolution by the Board of Directors to issue the 5,820,000 series B shares as stated above must be subject to the approval of the general meeting. The general meeting’s resolution to approve the resolution to issue the new shares is valid only if it is supported by at least nine tenths of both the votes cast as well as the shares represented at the meeting.
The Company’s CEO is authorized to undertake the minor formal adjustments to the resolution to issue the new shares that may prove necessary in connection with registration of the new shares with Swedish Companies Registration Office or Euroclear Sweden AB.
Jacob Karlsson AB and Erik Selin Fastigheter AB, which together hold approximately 64 per cent. of the shares and approximately 74 per cent. of the votes in K-Fastigheter (considering dilution in connection with the new issue of 18,180,000, series B shares targeting Swedish and international institutional investors as stated above), has undertaken to vote at the EGM in favour of the proposal by the Board of Directors to approve the resolution by the Board of Directors to issue up to 5,820,000 series B shares.
Other information
Processing of personal data
For information about how the company processes personal data in connection with the EGM, please refer to the privacy policy on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Number of shares and votes
As of the date of the Notice convening the EGM, the company had a total of 233,511,168 shares, representing a total of 323,511,168 votes, divided over 22,500,000 class A shares and 211,011,168 class B shares. The company does not hold treasury shares.
Documents
The Board’s decision regarding share issue and other documents required under the Companies Act (2005:551), will be published by 3 October 2023 on the Company’s website www.k-fastigheter.com/en, at the company’s address at Bultvägen 7, SE-281 43 Hässleholm, Sweden, and will be mailed free of charge to shareholders on request to their specified postal or email address.
Shareholder’s right to ask questions
The Board of Directors and the CEO shall, on request by shareholders, and provided the Board of Directors considers that such action does not cause material damage to the Company, provide information regarding conditions that may influence the consideration of an item on the agenda, and conditions that could impact the evaluation of the Company’s or a subsidiary’s financial situation and the Company’s relationship to another Group company and the consolidated financial statements. Individuals wishing to submit questions in advance may do so at the address indicated above.
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Hässleholm in October 2023
K-Fast Holding AB (publ)
The Board
For more information, please contact:
Johan Hammarqvist, Head of Investor Relations and Communications
e-mail: johan.hammarqvist@k-fastigheter.se, telephone: +46 (0)10-167 60 99
As a property company, K-Fastigheter’s objective is to add value for tenants by creating attractive homes with superior comfort. The Group’s operations encompass active property management, project development and proprietary construction operations. To enhance cost efficiency and cut construction times, K-Fastigheter has chosen to work with three concept buildings, developed in-house and constructed for proprietary management. K-Fastigheter provides some 4,000 homes in several locations in the Öresund region, in the province of Småland and in western Sweden, and is assessing new markets as production capacity increases. The Group’s property portfolio has a book value SEK 14,3 billion, with an annual rental value of about SEK 528 million. Since November 2019, the company’s Class B shares have been traded on Nasdaq Stockholm under the (ticker: KFAST B). Read more at k-fastigheter.com