The Board of Quartiers proposes an exchange of preference shares for ordinary shares and that the AGM resolve not to pay dividends on preference shares
Owing to the uncertainty resulting from the coronavirus pandemic and in order to meet the market-based terms for loan financing in the current situation, the Board of Quartiers Properties AB (publ) (“Quartiers” or “the Company”) proposes that the AGM resolve not to pay a dividend on the Company’s preference shares. Instead, a voluntary exchange is proposed whereby each preference shareholder is offered the opportunity to exchange one preference share for one ordinary share and two free-of-charge share warrants (“the Exchange Offer”).
The Board proposes that the AGM resolve not to pay a dividend on the Company’s preference shares until the next AGM. This is because of the impact that the coronavirus pandemic has had on the Company’s sales and because the pandemic has forced the Company to temporarily close parts of its business, resulting in the Company having to postpone the long-term refinancing of elements of its property portfolio. Quartiers is, however, continuing to work on more financing solutions and is currently in discussion with a number of Spanish companies that have shown interest in financing the company through loan financing. Several of the financing solutions being discussed require Quartiers not to pay a dividend to shareholders, irrespective of the class of shares. Given the current circumstances, the Board has chosen to safeguard the Company’s financial position and is therefore proposing that the AGM resolve not to pay a dividend on the Company’s preference shares until the next AGM.
The Board believes that the Exchange Offer strategically strengthens the Company’s balance sheet and that the proposal is favourable for both preference shareholders and ordinary shareholders, given current market conditions. The offer means that preference shareholders will be offered an exchange of each preference share for one ordinary share, as well as one Series 1, 2020/2021 share warrant and one Series 2, 2020/2022 share warrant. The registration period for the Exchange Offer is expected to run from 28 July 2020 through 28 August 2020.
Each share warrant in the Exchange Offer entitles the holder to subscribe for one newly issued ordinary share in the Company. The share warrants can be used to subscribe for ordinary shares during the period from 17 August 2021 through 31 August 2021 (for Series 1 share warrants) and from 17 March 2022 through 31 March 2022 (for Series 2 share warrants). The share warrants entitle holders to subscribe for new ordinary shares at whichever is higher of the value of (i) 75 percent of the volume-weighted average price according to Nasdaq First North’s official list of prices for the shares for a period of 10 trading days immediately prior to (and excluding) 13 August 2021 and 15 March 2022, respectively, and (ii) SEK 3.50.
The Exchange Offer means that a maximum of (i) 10,061,492 ordinary shares may be issued, resulting in an increase in share capital of up to SEK 251,537.3 and (ii) a maximum of 10,061,492 Series 1, 2020/2021 share warrants may be issued, resulting in an increase in share capital upon exercise of such share warrants of up to SEK 251,537.3 and (iii) a maximum of 10,061,492 Series 2, 2020/2022 share warrants may be issued, resulting in an increase in share capital upon use of the share warrants of up to SEK 251,537.3.
In the event of full take-up of the Exchange Offer and full use of all share warrants, a maximum of 30,184,476 new ordinary shares may be issued and 10,061,492 preference shares may be redeemed. This means a maximum 25.6% dilution of capital, and a maximum 37.1% dilution of the number of votes.
Quartiers is continuing to work on other financing solutions and is currently in discussion with a number of Spanish companies that have shown interest in financing the company through loan financing.
If you have any questions, please contact:
Quartiers Properties
Marcus Johansson Prakt, CEO
Email: marcus.prakt@quartiersproperties.se
Phone: +46 72 018 5998
The Company in brief
Quartiers Properties is a Swedish property development company that provides top-flight design and quality, with operations on the Spanish Costa del Sol. The Company was founded in 2014 and has since built up a portfolio of investment properties and project properties. The Company develops, sells and leases properties.
Mangold is the Company’s certified adviser. Mangold can be contacted on +46 8 503 015 50 or by emailingca@mangold.se.
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IMPORTANT INFORMATION
Quartiers Properties AB (publ) is required to disclose this information under the EU Market Abuse Regulation. This information was provided for publication through the agency of the contact person above on 25 May 2020 at 11:55 p.m.
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Quartiers. Relevant persons will be invited to subscribe for shares and share warrants in Quartiers by means of the prospectus that the Company will publish at the start of the subscription period.
This press release may not be made public, published or distributed, either directly or indirectly, in or to the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or other jurisdiction where such action, entirely or partially, is subject to legal restrictions or would require additional prospectuses, registration or actions other than those arising out of Swedish law. The information in this press release may not be forwarded or reproduced in such a way that is in breach of such restrictions or would result in such requirements. Actions in breach of these directions may constitute a breach of applicable securities legislation.
No subscription rights, paid subscribed shares or shares have been registered, or will be registered, under the United States Securities Act of 1933, in its current wording, (‘Securities Act’) or under any equivalent law in any other jurisdiction in the United States and may therefore not be offered or sold, directly or indirectly, in or to the United States except for in accordance with an applicable exception from, or by means of a transaction not covered by, the registration requirements of the Securities Act and in accordance with the securities legislation in a relevant state or other jurisdiction of the United States.