Platzer has decided on listing and determined the price range for the issue

The Board of Directors of Platzer Fastigheter Holding AB (publ) has decided to complete the listing on NASDAQ OMX Stockholm, according to the press release as of November 4, 2013. In order to facilitate the continued development and expansion, Platzer intends to broaden the ownership of shares in the Company through issue of new shares. The price range for the issue has been determined to SEK 25 - 28 per share, which means that Platzer will receive proceeds of SEK 632 - 708 million.  

The Offering in brief:

• The issue is directed to the general public in Sweden and institutional investors
• The subscription price will be determined through a tender process from institutional investors and will be within the range of SEK 25 – 28 per share
• The subscription price to the general public will not exceed SEK 28 per share
• The subscription period for the general public is November 19-27, 2013 and for institutional investors November 19-28, 2013
• The issue consists of 25.3 million B shares, including an over-allotment option of 15 percent of the number of shares in the issue
• In the event of a full subscription, including over-allotment option, Platzer will raise SEK 632 - 708 million
• The final subscription price is intended to be announced November 29, 2013
• Trading in Plazter’s B shares on NASDAQ OMX Stockholm is expected to commence on November 29, 2013 under the abbreviated name “PLAZ B”
• In the event of full subscription, Platzer’s market value at the listing will be between SEK 2.4 billion and SEK 2.7 billion

PRESS CONFERENCE, November 18, 2013, at 13.15 (CET)

Platzer is organizing a press conference at Radisson Blu Strand Hotel in Stockholm in room Wasa, Monday, November 18, 2013 at 13.15 (CET). CEO Per-Gunnar Persson and CFO Lennart Ekelund present the company, the market and its future plans.

Per-Gunnar Persson, CEO, comments:

”Platzer creates value for our shareholders through the acquisition and development of commercial properties in the Gothenburg area. The company currently has the strategy, size, and organization appropriate for a public environment. The listing gives Platzer increased opportunities for continued growth, achieving a broad investor base and simultaneously becoming more well known.”

Fabian Hielte, Chairman of the Board and CEO Ernström & C:o, comments:

“Platzer has experienced a very strong development since the new strategy was decided in 2008. For Ernström & C:o who has had a long-term ownership commitment to the company since 1996 it is very gratifying that the company is now making a comeback on the stock market and thus is able to continue its expansion strategy. By broadening the ownership base, Platzer is able to continue its successful effort in the commercial property market in Gothenburg”.

Background and reasons

Platzer, which is one of the leading property companies in the Gothenburg area, owns, manages and develops a property portfolio comprising commercial premises. The current incarnation of the Company was created in 2008 as a result of a merger of Platzer and LänsPlatzer, with Ernström & C:o, Länsförsäkringar Göteborg and Bohuslän and Brinova Fastigheter as principal owners. Since then, Platzer has enjoyed strong property portfolio growth through acquisition and development. Platzer has continually acquired properties and, during 2012, Platzer strengthened its position within the commercial property sector of the Gothenburg area in strategic areas with growth potential. These areas are located in central Gothenburg, including Gårda and Backaplan, but also Gamlestaden, Mölndal and Mölnlycke företagspark.

In addition to developing the Company’s business activities, Platzer’s Board of Directors and company management have, in recent years, also worked on the floatation of the Company’s shares. The Board is now of the opinion that the time is right for a listing, particularly as Platzer is thought to have good continued potential for growth and increased earnings which new owners would also be able to take advantage of. With the aim of continuing the expansion, Platzer aims to raise new capital. The expansion is intended to take the form of the acquisition of new properties, development of existing properties and the construction of new buildings.

Of the proceeds approximately half will be used to finance the acquisition of properties Gullbergsvass 5:26 and Tingstadsvassen 3:8 from Skanska Fastigheter Göteborg and AxFast, which were announced November 4, 2013.

The offering and listing will expand the Company’s shareholder base and give Platzer access to institutional investors, that underpins the Company’s continued growth and development. The Company also believes that a listing will bring access to a broader investor base that can support any raising of capital during value-creating acquisitions and that a listing will, in itself, make the Platzer share more usable during future deals. The listing will also bring awareness of Platzer and the Company’s brand to the attention of a wider audience.

Facts regarding the issue

The right to subscribe for newly issued shares shall, allowing for deviations from shareholders’ right of preference, be given to the general public in Sweden, including Platzer employees and institutional investors in Sweden and abroad.

The subscription price per share will be determined using a form of tender process from institutional investors and is to fall within the range SEK 25 – 28. The subscription price to the general public will not exceed SEK 28 per share. The final agreed subscription price is intended to be published on November 29, 2013.

The Board of Directors of Platzer intends, supported by the authorisation of the General Meeting held on 22 October 2013, to decide on an issue of up to SEK 616 million through a new issue of up to 22 million B shares. To cover any over-allotment in conjunction with the offering, shareholders have undertaken to loan out B shares up to an amount equivalent to no more than 15 per cent of the number of B shares covered by the offering (“the Over-allotment Option”), If the over-allotment option is fully exercised, the Board of Directors of Platzer intends, supported by the authorisation of the General Meeting held on 22 October 2013, to decide on additional issue of up to SEK 92.4 million by new issue of up to 3.3 million B shares which will be used to repay borrowed B shares to the shareholders.

In the event of a full subscription of 25.3 million B shares, including over-allotment option, Platzer will receive proceeds of no less than SEK 632.5 million and no more than SEK 708.4 million, before issue costs.

Prospectus

A prospectus in Swedish will be approved and registered by the Swedish Financial Supervisory Authority, which is expected during the day. The prospectus including an English translation will be published as soon as approval is received from the Swedish Financial Supervisory Authority. The prospectus and the English translation as well as application forms can be obtained from Handelsbanken’s branch offices. The prospectus and the English translation and application forms will also be available on Platzer’s website (www.platzer.se) and Handelsbanken’s website (www.handelsbanken.se/investeringserbjudande).

Time plan

Publication of prospectus:                                                                    November 18, 2013

Subscription period for the general public in Sweden:                        November 19-27, 2013

Subscription period for institutional investors:                                    November 19-28, 2013

Expected announcement of subscription price:                                   November 29, 2013

Expected first day of trading:                                                             November 29, 2013

Advisors

Handelsbanken Capital Markets is acting Lead Manager and Sole Bookrunner. ABG Sundal Collier is acting as co-lead manager and Catella Corporate Finance is acting as financial advisor. Advokatfirman Vinge is legal advisor.

For further information, please visit www.platzer.se or contact:

Per-Gunnar Persson, CEO, tel. +46 734-111222
Fabian Hielte, Chairman, tel. +46 705-222222

About Platzer

Platzer is one of the largest and leading real estate companies within commercial properties in Gothenburg, primarily offices. The real estate portfolio consisted of 52 properties with a total leasable area of approximately 400,000 square meters as of September 30, 2013. As of September 30, 2013, the last twelve months rental income amounted to SEK 456 million, net operating income to SEK 333 million and income from property management to SEK 161 million.

The property value as of September 30, 2013 amounted to SEK 6,314 million and is divided as follows:

Important notice

This document has not been approved by any regulatory authority. This document is a press release and not a prospectus or offering circular. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of Platzer (the “Securities”) and may not be relied on for any investment contract or decision. Investment contracts or decisions may only be made based on information in the prospectus published by the company.

The Securities will not be offered or sold or acquired in the United States, Canada, Australia or Japan or in any other jurisdictions where actions in addition to those pursuant to Swedish law are required. This press release is not for distribution or release in the United States, Canada, Australia or Japan. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. No communication or information related to the Securities may be disseminated to the public in jurisdictions other than Sweden where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the offering of Securities outside of Sweden in any jurisdiction in which such steps would be required. The purchase of Securities is subject to specific legal or regulatory restrictions in certain jurisdictions. The company assumes no responsibility in the event there is a violation by any person of such restrictions.

The company will not authorize any offer to the public of Securities in any Member State of the European Economic Area other than Sweden. With respect to each Member State of the European Economic Area other than Sweden and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring a publication of a prospectus in any Relevant Member State. As a result, the Securities comprised by the contemplated offering may only be offered in Relevant Member States:

(a)      to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)     to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million and (3) an annual net turnover of more than € 50 million, as shown in its last annual or consolidated accounts; or

(c)      in any other circumstances, not requiring the company to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes hereof, the expression an “offer to the public of Securities” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This press release may contain forward-looking information. Forward-looking information are statements reflecting the company’s current view of future events and anticipated or planned financial and operational performance. Words such as "intends", " assesses", "expects", "may", "plans", "contemplates", "estimates" or similar expressions that implies an indication or prediction regarding future development or trends, that are not based on historical facts, are forward-looking information. Forward-looking information is by nature connected with known, as well as unknown, risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not imply a guarantee regarding future results or development and the actual results may materially differ from what is implied by the forward-looking information.