Prisma Properties publishes prospectus and announces price for the initial public offering and listing on Nasdaq Stockholm

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On 29 May 2024, Prisma Properties AB ("Prisma Properties", "Prisma" or the "Company"), a fast-growing property owner and property developer in modern necessity-driven discount retail, announced its intention to list its shares[1] on Nasdaq Stockholm (the "Listing"). In connection with the Listing, a diversification of ownership is planned to take place through an offering of newly issued and existing shares in the Company (the "Offering"). Today, Prisma Properties publishes the prospectus and announces the price for the Offering. The first day of trading is expected to be 18 June 2024. Funds managed and advised by Capital World Investors, Clearance Capital Limited, Länsförsäkringar Fondförvaltning and a fund managed by ODIN Forvaltning have, subject to certain conditions, undertaken to acquire or subscribe for shares in the Offering for a total amount of SEK 624 million.

The Offering in Brief

• The price per share in the Offering is SEK 27.50 (the "Offering Price"), corresponding to a total value for all shares in the Company, after the completion of the Offering, of approximately SEK 4,523 million.

• The Offering comprises 45,500,000 newly issued shares and 11,456,522 existing shares in Prisma (excluding the Over-Allotment Option, as defined below), corresponding to approximately 27.7 per cent and approximately 7.0 per cent, respectively, of the total number of shares in the Company after the completion of the Offering. The existing shares are offered by Alma Växjö I Holding AB and ALPECT Holding AB (the "Selling Shareholders"), which are indirectly controlled by Alma Property Partners I AB ("Alma Property Partners I"). Alma Property Partners I and Alma Property Partners II AB ("Alma Property Partners II" and together with Alma Property Partners I "Alma Property Partners") are, through the companies indirectly controlled by them, the principal shareholders of Prisma.

• In order to cover potential over-allotment in connection with the Offering, ALPECT Holding AB has issued an option to the Joint Global Coordinators (as defined below) to acquire up to 8,543,478 additional shares in the Offering from ALPECT Holding AB (the "Over-Allotment Option"), corresponding to a maximum of 15 per cent of the total number of shares in the Offering (excluding the Over-Allotment Option). Provided that the Over-Allotment Option is exercised in full, the Offering will comprise 65,500,000 shares, which corresponds to approximately 39.8 per cent of the total number of shares in the Company following the completion of the Offering.

• Through the new issue of shares to be carried out by the Company in connection with the Offering, Prisma is expected to raise gross proceeds of approximately MSEK 1,250, before the deduction of transaction costs. The Company intends to use the estimated net proceeds from the Offering to pursue its continued growth strategy through development and property investments in strategic locations across the Nordic region and through optimisation of the Company's capital structure.

• The total value of the Offering, based on the Offering Price, amounts to SEK 1,566 million, and, assuming that the Over-Allotment Option is exercised in full, the total value of the Offering amounts to SEK 1,801 million.

• Funds managed and advised by Capital World Investors, Clearance Capital Limited, Länsförsäkringar Fondförvaltning and a fund managed by ODIN Forvaltning have, subject to certain conditions, undertaken to acquire or subscribe for shares in the Offering to a total amount of SEK 624 million. The undertakings correspond to approximately 13.8 per cent of all shares in the Company after the completion of the Offering, and approximately 34.6 per cent of the shares included in the Offering, assuming that the Over-Allotment Option is exercised in full.

• All members of the board of directors and executive management of the Company have undertaken to the Joint Global Coordinators (as defined below), with certain exceptions, not to sell their respective shareholdings in the Company for a period of 360 days after the first day of trading in the Company's shares on Nasdaq Stockholm. In addition, the Selling Shareholders, Alma Stämpeln Holding AB, Alpect II Holding AB and Bonnier Fastigheter Invest AB have entered into a corresponding undertaking to the Joint Global Coordinators (as defined below) for a period of 180 days.

• The shares in the Offering will be offered to the general public in Sweden and to institutional investors in Sweden and in certain other jurisdictions in accordance with applicable rules and exemptions.[2]

• The application period for the general public and for institutional investors is expected to commence on 10 June 2024 and end on 17 June 2024.

• The first day of trading in the Company's shares on Nasdaq Stockholm is expected to be 18 June 2024, and the shares will be traded under the trading symbol (ticker) PRISMA.

• A prospectus in Swedish has today been approved by the Swedish Financial Supervisory Authority and has, together with an English translation, been published on the Company's website (www.prismaproperties.se). The prospectus contains the full terms and instructions of the Offering and is also available on Swedbank AB (publ)'s website for prospectuses (www.swedbank.se/prospekt), Avanza Bank AB (publ)'s website (www.avanza.se) and Nordnet Bank AB's website (www.nordnet.se). 

Fredrik Mässing, Chief Executive Officer of Prisma, comments:

"The upcoming raising of capital will allow us to continue to develop our high-yielding property portfolio and strengthen our position on the market. An initial public offering is a natural next step, and, as a listed company, we will remain dedicated to our mission of supporting our tenants' expansion strategies and contributing to a vibrant ecosystem within the discount retail sector. Given our strong balance sheet combined with planned projects of in total SEK 1.9 billion in investments, Prisma is well-positioned to create long-term value for our owners and stakeholders. Therefore, we are proud to offer investors the opportunity to be a part of Prisma's growth journey as we continue to develop and acquire properties in attractive locations for the leading discount retailers in the Nordics."

Simon de Château, chairman of the board of directors of Prisma and partner at Alma Property Partners, comments:

"The Listing of Prisma will enable the continued development of Prisma's property portfolio and solidify the Company's position as the leading property developer in the Nordic discount retail sector. As the chairman of the board of directors of Prisma, I am proud of the platform created by our management team together with Alma Property Partners, anchored in project development of properties in strategic locations in close collaboration with fast-growing and profitable tenants. I look forward to continuing to contribute to Prisma's development as a listed company, and warmly welcome investors to join us on our continued journey."

Background and reasons for the Offering

Prisma's vision is to be the leading developer and long-term owner of discount retail properties in the Nordic region. Alma Property Partners, as well as the Company's board of directors and executive management, consider the Offering and the Listing to be a natural and important step in Prisma's further development, and have therefore submitted an application for admission to trading of the Company's shares on Nasdaq Stockholm. The Offering and the Listing are expected to broaden the ownership base, prepare the Company financially by generating an effective long-term supply of capital, promote growth and development, and increase awareness and strengthen the Company's profile among the Company's stakeholders.

Strengths and competitive advantages

• Attractive rental structure characterised by long and index-linked leases.
• Focus on discount retail, a non-cyclical underlying market.
• Properties in attractive locations characterised by high consumer accessibility.
• Focus on project development through close co-operation with leading discount retailers.
• History of successful development projects.
• Strong balance sheet with a high-yielding property portfolio.
• Experienced management and board of directors with long experience from property management and project development and with relevant ownership in Prisma.

Prospectus and application

A prospectus in Swedish has today been approved by the Swedish Financial Supervisory Authority and has, together with an English translation, been published on the Company's website (www.prismaproperties.se). The prospectus contains the full terms and instructions for the Offering and is also available on Swedbank AB (publ)'s website for prospectuses (www.swedbank.se/prospekt), Avanza Bank AB (publ)'s website (www.avanza.se) and Nordnet Bank AB's website (www.nordnet.se).

Preliminary timetable

Stabilisation

In connection with the Offering, Swedbank AB (publ), in its capacity as stabilisation agent for ABG Sundal Collier AB, Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) (the "Joint Global Coordinators"), (the "Stabilisation Agent"), may, to the extent permissible under Swedish law, carry out transactions in order to stabilise, maintain, or otherwise support the market price of the Company's shares for up to 30 calendar days following the first day of trading in the Company's shares on Nasdaq Stockholm (the "Stabilisation Period"). Stabilisation transactions aim to support the market price of the shares during the Stabilisation Period. The Stabilisation Agent may over-allot shares or effect transactions in order to maintain the market price of the shares at levels above those which might otherwise prevail in the market. The Stabilisation Agent is, however, not required to carry out such transactions and there is no assurance that such activities will occur. Such transactions may be effected on any securities market, the OTC market or otherwise. The transactions, if commenced, may be discontinued at any time without prior notice, but must be ended upon the expiry of the above-mentioned 30-day period. No later than by the end of the seventh trading day after a stabilisation transaction has been undertaken, the Stabilisation Agent shall disclose that the stabilisation transaction has been carried out in accordance with Article 5(4) of the European Union Regulation (EU) 596/2014 on Market Abuse. Within one week of the end of the Stabilisation Period, the Stabilisation Agent will make public whether stabilisation was undertaken, the date on which the stabilisation transactions, If any, occurred, including the final date for such actions, and the price range within which stabilisation transactions were carried out, for each of the dates during which stabilisation transactions were carried out. Except as required by law or regulation, neither the Joint Global Coordinators nor the Stabilisation Agent will disclose the extent of any stabilisation and/or over-allotment transactions concluded in relation to the Offering.

About Prisma Properties

Prisma has a high-yielding and modern real estate portfolio with an average lease length of 9.1 years, of which approximately 70 per cent has been developed since 2016. As of 31 March 2024, Prisma's property portfolio comprised in total 120 investment properties, with a lettable area of 268,165 square metres and a property value, including project properties, of SEK 6.4 billion. Since 2016, the underlying property portfolio has grown through project development and strategic acquisitions in the funds Alma Property Partners I and Alma Property Partners II. In connection with Alma Property Partners' formation of Prisma in 2022, the property portfolio was separated and acquired by the Company, against payment in the form of shares in Prisma. Alma Property Partners is, through the companies indirectly controlled by Alma Property Partners I and Alma Property Partners II, a principal shareholder of Prisma.

Prisma's management team has extensive knowledge of the property sector. Prisma's current Chief Executive Officer Fredrik Mässing has collaborated and invested alongside Alma Property Partners since 2017, and has also aided in the expansion and development of the Company's current property portfolio, including the retail centre Handelsplatsen Häggvik in Sollentuna, Sweden. Martin Lindqvist joined the Company as Chief Financial Officer in 2022 and has extensive experience from the property sector, most recently from Atrium Ljungberg where he served as Chief Financial Officer. Johan Nielsen was recruited as Chief Operating Officer in 2023 but has been involved in Prisma's business since 2018 through his role at P&E Fastighetspartner, which has managed Prisma's property portfolio historically. Prisma's management team also includes Chief Development Officers Carsten Krebs and Thomas Hansen, who have both collaborated with Alma Property Partners since 2018 and have jointly been involved in the development of the property portfolio and the expansion of the Company's investment in discount retail properties, and have enabled Prisma's expansion into other Nordic countries.

The Company expands and develops its property portfolio with a focus on profitable growth, enabled by fast decision-making, flexibility, extensive sector knowledge and financial strength. Through development and tenant adaptations, Prisma creates properties that are managed with a long-term perspective in order to create value for Prisma's owners and stakeholders.

About Alma Property Partners

Alma Property Partners is a leading real estate investment company focused on real estate and investments in the Nordic region. Alma Property Partners was founded in 2014 by a group of senior real estate professionals with backgrounds from leading Nordic real estate investment companies, and is built on the principles of active ownership and strong alignment with investors. Alma Property Partners is owned by members of its management team. Alma Property Partners leverages its extensive experience and network to find investment opportunities that are not broadly marketed ("off market" or limited competition). Alma Property Partners seeks investments across all properties sectors in the Nordics through active asset management, typically in close collaboration and partnership with highly skilled and driven sector specialists. Alma Property Partners aims to become the leading Nordic real estate investment company and the partner of choice for institutional investors seeking real estate exposure in the Nordic Region.

Advisors

ABG Sundal Collier AB, Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) are Joint Global Coordinators. Roschier Advokatbyrå AB is legal advisor to Alma Property Partners and the Company. Gernandt & Danielsson Advokatbyrå KB is legal advisor to the Joint Global Coordinators. Avanza Bank AB (publ) and Nordnet Bank AB are Retail Distributors.

For more information, please contact:

Fredrik Mässing, CEO of Prisma Properties
Telephone: +46 (0)70-277 01 48
E-mail: fredrik.massing@prismaproperties.se

Website: www.prismaproperties.se

This information was submitted for publication, through the agency of the contact person set out above, at 20:30 p.m. CEST on 7 June 2024.

Important information

This press release is not an offer or a solicitation of any offer to sell or buy any securities of the Company. The contents of this press release have been prepared by and are the sole responsibility of the Company. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed on the information contained in this press release or its accuracy, fairness or completeness by any person for any purpose.

Any offering of the securities referred to in this press release is made by means of a prospectus. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). Investors should not invest in any securities referred to in this press release except on the basis of information contained in the aforementioned prospectus.

This press release is not being made and may not be distributed, disseminated or sent in or into Australia, Canada, Japan, South Africa, the United States of America, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Japan, or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries. The Company does not intend to make an offer to the public to 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 Members State a "Relevant State"), this press release and the information contained herein are intended only for and directed to "qualified investors" as defined in 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. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities in a Relevant State will only be available to qualified investors. Persons in any Relevant State who are not qualified investors should not take any measures based on this press release, nor rely on it.

In the United Kingdom, this press release and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons in the United Kingdom who are (i) professional investors falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities and other persons to whom this press release may lawfully be addressed, falling within Article 49(2)(a)–(d) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the U.K. Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is only available to Relevant Persons and will only be engaged in with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the shares of the Company. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Joint Global Coordinators.

The timing of the Listing may be influenced by a variety of factors which include market conditions. The Company may decide not to proceed with the Offering and therefore, there is no guarantee that the Listing will occur. You should not base your financial decision on this press release. Acquiring investments to which this press release relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This press release does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the Offering, and will not regard any other person (whether or not a recipient of this document) as their respective clients and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering or any transaction matter, or anything else referred to herein or in the published prospectus in connection with the Offering.

Forward-looking information

Matters described in this press release may constitute forward-looking information and statements. Words such as "intends", "assesses", "anticipates", "may", "plans", "estimates", "projects", "could" and other expressions that involve indications or assessments of future developments or trends that do not relate to historical facts, constitute forward-looking information. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict because they are dependent on future events and circumstances which 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 information, opinions and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect new information or future events that occur or similar circumstances that arise in relation to the content of this communication.

Information to distributors

Solely 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) local implementing measures (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, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, 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, or 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.