The final terms of Platzer’s rights issue established

The board of directors of Platzer Fastigheter Holding AB (publ) (“Platzer” or “the Company”) today announces the final terms of the rights issue of class B shares of approximately SEK 700 million, carried out in order to finance part of the acquisition of a property portfolio from AB Volvo with an underlying property value of approximately SEK 2.8 billion.

Background

As previously announced, Platzer has entered an agreement with AB Volvo, through Volvo Group Real Estate, on the acquisition of a property portfolio in Gothenburg with an underlying property value of approximately SEK 2.8 billion and an estimated annual rental value of approximately SEK 300 million. The preliminary closing date is 15 December 2016. In order to finance part of the acquisition, Platzer’s board of directors has resolved, subject to the general meeting’s approval, on a rights issue of new class B shares of approximately SEK 700 million, with pre-emptive rights for all shareholders of the Company.

The terms of the rights issue

As per the record date 16 November 2016, each existing share in Platzer (irrespective of share class) shall entitle to one subscription right. Four subscription rights entitle to subscription for one new class B share. Shares not subscribed for with pre-emptive rights shall be allocated to persons that have subscribed for shares by exercise of subscription rights and declared their interest to subscribe for shares also without pre-emptive rights. Thereafter, allocation shall be made to other persons that have declared their interest to subscribe for shares without pre-emptive rights.

The subscription price amounts to SEK 30 per class B share, whereby Platzer will be provided with issue proceeds of not more than approximately SEK 718 million, before issue expenses. Subscription shall be made during the period 21 November – 5 December 2016.

The rights issue will increase Platzer’s share capital with not more than SEK 2,393,685.80, from existing SEK 9,599,743.40 to not more than SEK 11,993,429.20, through the issue of not more than 23,936,858 new class B shares.

The rights issue is subject to approval of the extraordinary general meeting to be held on 14 November 2016 at 2 pm at Kilsgatan 4, Gothenburg, Sweden.

For further details and information on the background to and reasons for the rights issue, refer to the Company’s press release on 21 October 2016.

The complete terms and conditions for the rights issue, together with other information about the Company and the acquisition, will be presented in the prospectus that will be made public prior to commencement of the subscription period.

Subscription undertakings

The shareholders Ernström Kapital AB, members of the Hielte/Hobohm family[1], Länsförsäkringar Göteborg och Bohuslän Fastigheter AB, AnJa Invest AB (Backahill) and Gårda Intressenter AB, with aggregate holdings of approximately 53 per cent of the shares of the Company, have undertaken to subscribe for their respective pre-emptive parts of the rights issue. These shareholders have also undertaken to vote in favour of the rights issue at the general meeting. In addition, shareholders with aggregate holdings of approximately 25 per cent of the shares in the Company (Länsförsäkringar Fastighetsfond, Länsförsäkringar Trygghetsfond, the Fourth Swedish National Pension Fund, Carnegie funds[2] and Svolder) have expressed their support for the rights issue.

Preliminary timetable

Advisers

SEB is acting as financial adviser and Vinge as legal adviser to Platzer in connection with the transaction.

For further information, please contact:
P-G Persson, CEO, tel: +46 (0)734-11 12 22
Lennart Ekelund, CFO, tel: +46 (0)703-98 47 87

This information is such that Platzer Fastigheter Holding AB (publ) is obliged 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, at 8.00 CET on 10 November 2016.

Platzer Fastigheter Holding AB (publ) owns and develops commercial properties in the Gothenburg area comprising a total lettable area of approximately 480,000 sq. m. and with a value of approximately SEK 11 billion. Platzer is listed on Nasdaq Stockholm, Mid Cap.

Important information

This press release is not an offer to subscribe for shares in Platzer and investors should not subscribe for or purchase any securities, except on the basis of information provided in the prospectus. 

This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Japan or Canada or in any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares (“BTA”) or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such action would require additional prospectuses, registration or other measures other than those pursuant to Swedish law. The prospectus, application form and other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such measures set forth in the preceding sentence or be in violation of the regulations of such country. 

The new shares, BTAs and subscription rights have not been recommended or approved by any United States federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Platzer have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities legislation in any state of the United States, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Company has not authorised any offer of the securities referred to herein to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA, the securities may only be offered to (i) any legal entity which is a qualified investor as defined in the Directive 2003/71/EC (the “Prospectus Directive”); or (ii) any person falling within Article 3(2) of the Prospectus Directive.

In the United Kingdom, this communication is only being distributed to, and is only directed at “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, etc.”) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not take any action on the basis of this communication and should not act or rely on it or any of its contents.

This press release may contain forward-looking statements which reflect Platzer’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.

[1] The undertakings made by the members of the Hielte/Hobohm family comprise their respective pre-emptive parts up to a hypothetical issue amount of in total SEK 500 million. The remainder of the pre-emptive parts to which the Hielte/Hobohm family is entitled will be subscribed for by Ernström Kapital AB.

[2] Carnegie strategifond, Carnegie Sverige Select, Carnegie Strategy and Carnegie All Cap.