Self Storage Group ASA: Completed private placement and primary insider notification
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Self Storage Group ASA: Completed private placement and primary insider notification
(Oslo, 25 June 2019) Reference is made to the stock exchange release from Self Storage Group ASA ("Self Storage Group" or the "Company") published on 25 June 2019 regarding the acquisition of Eurobox Minilager AS, property acquisitions in Oslo and a contemplated private placement.
The Company announces that it has raised approximately NOK 250 million in gross proceeds through a private placement (the "Private Placement") of 12,987,012 new shares, at a price per share of NOK 19.25. The Private Placement, which was significantly oversubscribed, took place through an accelerated bookbuilding process managed by Arctic Securities AS, Carnegie AS and DNB Markets, a part of DNB Bank ASA, acting as Joint Bookrunners (the "Managers") after close of markets on 25 June 2019.
The net proceeds from the Private Placement will be used to partly secure funding for the acquisition of Eurobox and the two properties at Skøyen and Kalbakken, and for general corporate purposes, including funding strategic growth initiatives within the Company's business.
The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Stock Exchange' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; and (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.
The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange pursuant to a share lending agreement between DNB Markets, part of DNB Bank ASA (on behalf of the Managers), the Company and Feok AS. The shares delivered to the investors will thus be tradable upon allocation. The Board of Directors has resolved to issue 12,987,012 new shares in the Private Placement pursuant to an authorization to increase the share capital, granted by the general meeting on 23 May 2019. Following registration of the new share capital pertaining to the Private Placement, the Company will have 78,721,123 shares outstanding, each with a par value of NOK 0.10.
The following primary insiders subscribed for and were allocated shares in the Private Placement:
Feok AS, represented on the Board of Directors by Martin Nes was allocated 2,077,922 Offer Shares in the Private Placement. Feok AS and associated companies will hold 18,377,922 shares in the Company, corresponding to approximately 23.35% of the share capital following registration of the Offer Shares.
Vatne Equity AS, represented on the Board of Directors by Runar Vatne, was allocated 415,584 Offer Shares in the Private Placement. Vatne Equity AS will hold 3,623,214 shares in the Company, corresponding to approximately 4.60% of the share capital following registration of the Offer Shares.
Yls Næringseiendom AS, represented on the Board of Directors by Yvonne Sandvold, was allocated 415,584 Offer Shares in the Private Placement. Yvonne Sandvold will hold 415,584 shares in the Company, corresponding to approximately 0.53 % of the share capital following registration of the Offer Shares.
Hanekamb Invest AS, represented on the Board of Directors by Martin Nes (Chairman of the Board) was allocated 51,948 Offer Shares in the Private Placement. Martin Nes will hold 344,805 shares in the Company, corresponding to approximately 0.44% of the share capital following registration of the Offer Shares.
Duo Jag AS, represented on the Board of Directors by Ingrid Leisner, was allocated 10,390 Offer Shares in the Private Placement. Ingrid Leisner will hold 10,390 shares in the Company, corresponding to approximately 0.01% of the share capital following registration of the Offer Shares.
Ulf Tore Hekneby, related party to Cecilie Brænd Hekneby (CFO), was allocated 259,740 Offer Shares in the Private Placement. Cecilie Brænd Hekneby and associated parties will hold 607,878 shares in the Company, corresponding to approximately 0.77% of the share capital following registration of the Offer Shares.
Group Controller Frøydis Rundhovde was allocated 7,792 Offer Shares in the Private Placement. Frøydis Rundhovde will hold 10,792 shares in the Company, corresponding to approximately 0.01% of the share capital following registration of the Offer Shares.
For additional information, please contact:
Martin Nes, Chairman, +47 92 01 48 14
Cecilie Hekneby, CFO, +47 99 29 38 26
About Self Storage Group | www.selfstoragegroup.no
Self Storage Group ASA engages in the business of renting out self storage units to both private individuals and businesses through the two concepts; OK Minilager and City Self-Storage. The company is one of the leading self-storage providers in Scandinavia with a particularly strong position in the Norwegian market. Self Storage Group operates 102 sites across Scandinavia with a current lettable area of 117,500 m2 as of 31 March 2019.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Manager IS acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act).