Nobia publishes the final outcome of its fully guaranteed rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OF ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.

The subscription period for Nobia AB’s (publ) (“Nobia” or the “Company”) rights issue of approximately SEK 1,262 million (the “Rights Issue”) ended on 17 April 2024. The result of the Rights Issue shows that 497,084,028 shares have been subscribed for by virtue of subscription rights. Additionally, applications to subscribe for 194,244,293 shares without subscription rights have been received. The remaining 7,674,435 shares have been allotted to persons who have subscribed for shares without subscription rights. The Rights Issue is thus fully subscribed.

"It is very pleasing to see the high level of interest in the Rights Issue. We are grateful for the trust and support of all our shareholders. With the completion of the Rights Issue and the extension of our long-term financing, we have taken several actions that significantly strengthen our financial position. These steps allow us to continue executing our strategy and finalize the important Jönköping factory, which will give our strong brands superior competitive advantages and deliver value to shareholders and customers”, says Nobia’s incoming President and CEO, Kristoffer Ljungfelt.

• The subscription price in the Rights Issue has been set at SEK 2.50 per share in Nobia.
• The result shows that 497,084,028 shares, corresponding to approximately 98.48 percent of the shares offered in the Rights Issue, have been subscribed for by virtue of subscription rights. Additionally, applications to subscribe for 194,244,293 shares without subscription rights have been received. The Rights Issue is thus fully subscribed and no guarantee undertaking will be utilized.
• Allotment of shares subscribed for without subscription rights has been made in accordance with the principles described in the prospectus. As confirmation of allotment of new shares subscribed for without subscription rights, a contract note will be sent to those who have been allotted shares, which is expected to take place on or about 22 April 2024. No notice will be sent to those who have not been allotted shares. Subscribed and allotted shares must be paid for in cash in accordance with the instructions on the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of each nominee.
• As a result of the Rights Issue, Nobia will receive proceeds amounting to approximately SEK 1,262 million prior to deduction of issue costs. Through the Rights Issue, Nobia’s share capital will increase by SEK 168,250,186.391553, from SEK 56,763,597.145992 to SEK 225,013,783.537545, and the number of shares in Nobia will increase by 504,758,463 shares, from 170,293,458 shares to 675,051,921 shares.
• New shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office (the “SCRO”) around 23 April 2024. Trading in new shares subscribed for with subscription rights is expected to commence around 30 April 2024.
• New shares subscribed for without subscription rights are expected to be registered with the SCRO on or about 26 April 2024. Trading in new shares subscribed for without subscription rights is expected to commence around 30 April 2024.
• The last day of trading in paid subscribed shares (“BTA”) is expected to be 24 April 2024.

Advisors

Carnegie Investment Bank AB (publ) (“Carnegie”) acts as financial advisor to Nobia in connection with the Rights Issue. Carnegie, Handelsbanken Capital Markets and Nordea Bank Abp, filial i Sverige act as Joint Global Coordinators and Joint Bookrunners (jointly the “Joint Global Coordinators”) in connection with the Rights Issue. White & Case acts as legal advisor to Nobia in connection with the Rights Issue. Baker McKenzie acts as legal advisor to the Joint Global Coordinators in the Rights Issue.

For further information:
Jon Sintorn, President & CEO
+46 70 607 44 30
jon.sintorn@nobia.com

Henrik Skogsfors, CFO
+46 70 544 21 12
henrik.skogsfors@nobia.com

Tobias Norrby, Head of Investor Relations
+46 706647335
tobias.norrby@nobia.com

The information was submitted for publication, through the agency of the contact persons above, at 17:00 CEST on 19 April 2024.

Nobia develops and sells kitchen solutions through a number of strong brands in Europe, including Magnet in the UK; HTH, Norema, Sigdal, Invita and Marbodal in Scandinavia; and Novart in Finland. Nobia generates profitability by combining economies of scale with attractive kitchen offerings. The Company has approximately 4,700 employees and net sales of about SEK 12 billion. The share is listed on Nasdaq Stockholm under the ticker NOBI.

IMPORTANT INFORMATION

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Nobia AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus published by Nobia AB (publ). Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

Carnegie, Handelsbanken Capital Markets and Nordea Bank Abp, filial i Sverige are acting for Nobia in connection with the Rights Issue and no one else and will not be responsible to anyone other than Nobia for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release contains forward-looking statements that reflect Nobia AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Nobia AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Nobia AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a   person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

Nobia develops, manufactures and sells kitchen solutions through a number of strong brands in Europe, including Magnet in the UK; HTH, Norema, Sigdal, Invita, Superfront and Marbodal in Scandinavia as well as Novart in Finland. Nobia generates profitability by combining economies of scale with attractive kitchen offerings. The Group has approximately 5,000 employees and net sales of about SEK 12 billion. The share is listed on Nasdaq Stockholm under the ticker NOBI. www.nobia.com