SLP decides on offering and subscription of the company’s shares in connection with listing on Nasdaq Stockholm

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Swedish Logistic Property AB (“SLP” or the “Company”) has decided on an offering to the general public in Sweden as well as institutional investors in Sweden and internationally for subscription of the Company’s series B shares (the “Offering”) and subsequent listing on Nasdaq Stockholm with planned first day of trading on 23 March 2022. The Offering encompasses a maximum of approximately SEK 750m (including overallotment), and consists only of newly issued series B shares. The subscription price per share of series B in the Offering will be determined in the interval SEK 25.50 to SEK 27.00. On 4 March 2022, Nasdaq Stockholm’s listing committee has assessed that the Company fulfils Nasdaq Stockholm’s listing requirements, subject to that customary conditions are met no later than the first day of trading.

The Offering in brief:

• The Offering is directed to the general public in Sweden as well as institutional investors in Sweden and internationally.
• The subscription period for the general public in Sweden and institutional investors in Sweden and internationally is expected to be 15 March to and including 22 March 2022.
• The subscription price per series B share in the Offering will be determined within the price range SEK 25.50 to SEK 27.00, corresponding to a valuation of all outstanding shares of series A and series B in the Company before the Offering[1] of SEK 3,900m to SEK 4,129m. The final subscription price will be announced in a press release before the trading on Nasdaq Stockholm is initiated, which is expected to be 23 March 2022.
• The Offering only includes newly issued series B shares in the Company and, depending on the final subscription price, will amount to a maximum of 27,777,778 to a maximum of 29,411,765 shares of series B and corresponds to an amount of a maximum of SEK 750m including overallotment. Provided that the Offering is fully subscribed and the Overallotment Option is fully exercised, the Offering entails, depending on final subscription price, a dilution in the range of 15.4 to 16.1 percent of the total number of shares and from 6.9 to 7.3 percent of the total number of votes in the Company.
• 15 percent of the total number of the series B shares encompassed by the Offering enable overallotment (the ”Overallotment Option”). The Over­allotment Option will be able to be exercised by the Joint Global Coordinators in full or part during a period of 30 calendar days from the first day of trading in the Company’s shares on Nasdaq Stockholm.
• A number of Swedish and international institutional investors (the “Cornerstone investors”[2]) have, subject to certain customary conditions, undertaken to acquire series B shares in the Offering to the final subscription price of a maximum of SEK 27.00 per share for an aggregate value of SEK 480m corresponding to approximately 64 percent of the Offering, provided that the Offering is fully subscribed and that the Overallotment Option is exercised in full.
• The trading in the Company’s shares of series B is expected to be around 23 March 2022. The share’s name (ticker) will be “SLP B”.
• Complete information about the terms and conditions of the Offering will be available in a prospectus that will be published in a separate press release by the Company later today. The prospectus will be available on the Company’s website www.slproperty.se. The subscription period for the Offering is initiated in connection with the publication of the prospectus.
• On 4 March 2022, Nasdaq Stockholm’s listing committee has assessed that the Company fulfils Nasdaq Stockholm’s listing requirements, subject to that customary conditions, including the distribution requirement for the Company’s series B shares, are met no later than the first day of trading. The Company’s Board of Directors intends to complete the application for admission to trading of the Company’s series B shares on Nasdaq Stockholm.

Comment from Erik Selin, Chairman of the Board of SLP:

“When I, together with Peter Strand, Greg Dingizian and Mikael Hofmann, founded SLP in late autumn 2018, the goal was to build a real estate company with focus on logistics and to create a fast-paced and creative company with a focus on southern Sweden. Thanks to a team of driven and knowledgeable employees, SLP has exceeded expectations for both growth and quality. The Board’s assessment is that a listing of SLP’s series B shares on Nasdaq Stockholm will promote SLP’s continued growth and development through financial preparedness and a more efficient long-term supply of capital from the capital market.”

Comment from Peter Strand, CEO of SLP:

“The fact that we are now listing SLP’s series B shares on Nasdaq Stockholm is an important milestone in our history. This will give us even better conditions to execute on our business model of acquiring, refining and managing logistics properties with focus on sustainability. Operating in a public environment will enable a long-term and efficient supply of capital from the capital market. This will give us the conditions to generate sustainable value growth and quickly become one of the major players in our industry. I look forward to welcoming many new shareholders who want to be part of SLP’s continued growth journey.”

Background and reasons for the Offering:

A listing of SLP’s series B shares on Nasdaq Stockholm will broaden the Company’s shareholder base and create financial preparedness through a more efficient long-term supply of capital from the capital market, which promotes SLP’s continued growth and development. A listing of SLP’s series B shares is also expected to increase awareness of the Company and its operations and strengthen the profile towards SLP’s stakeholders.

The Company intends to use the net proceeds from the Offering and any proceeds from the Overallotment Option to finance continued growth through real estate investments in strategic logistics locations for long-term ownership and management.

On 4 March 2022, Nasdaq Stockholm’s listing committee has assessed that the Company fulfils Nasdaq Stockholm’s listing requirements, subject to that the customary conditions, including the distribution requirement for the Company’s series B shares, are met no later than the first day of trading on Nasdaq Stockholm. The Company’s Board of Directors intends to complete the application for admission to trading of the Company’s series B shares on Nasdaq Stockholm and trading is expected to begin around 23 March 2022.

The Offering in short:

The Offering is directed to the general public in Sweden as well as institutional investors in Sweden and internationally.

The subscription price per series B share in the Offering will be determined within the price range SEK 25.50 to SEK 27.00, corresponding to a valuation of all outstanding shares of series A and series B in the Company before the Offering of SEK 3,900m to SEK 4,129m. The final subscription price will be announced in a press release before the trading on Nasdaq Stockholm is initiated, which is expected to be 23 March 2022.

The Offering only includes newly issued series B shares in the Company and, depending on the final subscription price, will amount to a maximum of 27,777,778 to a maximum of 29,411,765 shares of series B and corresponds to an amount of a maximum of SEK 750m including overallotment. Provided that the Offering is fully subscribed and the Overallotment Option is fully exercised, the Offering entails, depending on final subscription price, a dilution in the range of 15.4 to 16.1 percent of the total number of shares and from 6.9 to 7.3 percent of the total number of votes in the Company.

15 percent of the total number of the series B shares encompassed by the Offering enable overallotment. The Overallotment Option will be able to be exercised by the Joint Global Coordinators in full or part during a period of 30 calendar days from the first day of trading in the Company’s shares on Nasdaq Stockholm.

In connection with the Offering, existing shareholders with an aggregate amount of approximately 95 percent of the Company’s series B shares, board members and senior executives in the Company will to the Joint Global Coordinators undertake not to sell, transfer or dispose its shares in the Company, with certain exceptions and for a certain period of time from the first day of trading in the Company’s series B shares on Nasdaq Stockholm.

The Cornerstone investors have, subject to certain customary conditions, undertaken to acquire series B shares in the Offering to the final subscription price of a maximum of SEK 27.00 per share for an aggregate value of SEK 480m corresponding to approximately 64 percent of the Offering, provided that the Offering is fully subscribed and that the Overallotment Option is exercised in full.

The trading in the Company’s shares of series B is expected to be around 23 March 2022. The share’s name (ticker) will be “SLP B”.

Complete terms and conditions:

Complete information about the terms and conditions of the Offering will be available in a prospectus that will be published in a separate press release by the Company later today. The prospectus will be available on the Company’s website www.slproperty.se. The subscription period for the Offering is initiated in connection with the publication of the prospectus.

About SLP:

SLP’s business concept is to acquire, develop and manage logistics properties with sustainability in focus. The Company is expanding and improving its property portfolio at a high pace and has a clear growth ambition. This is made possible by short decision paths and financial strength. The overall goals are to generate an average annual growth in net asset value (NAV) per share of at least 15 percent and an average annual increase in income from property management of at least 15 percent per share. The work with sustainability is an integral part of SLP’s operations, business model and daily work and is followed up through the Company's sustainability goals.

SLP’s properties are located in strategic logistics locations adjacent to the major motorways from Malmö in the south to Uppsala in the north. As of 31 December 2021, SLP owned 70 properties, and had several ongoing new construction projects. The reported value for all properties as of 31 December 2021 amounted to SEK 6,498m, which includes SEK 253m related to major ongoing projects. Since 31 December 2021, SLP has completed 3 additional acquisitions[3].

Advisors:

Carnegie Investment Bank AB and Nordea Bank Abp, filial i Sverige are Joint Global Coordinators and Joint Bookrunners. Setterwalls Advokatbyrå is the legal advisor to the Company in connection with the Offering. Wigge & Partners Advokat KB is a legal advisor to Joint Global Coordinators and Joint Bookrunners.

Swedish Logistic Property AB is obliged to publish this information in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the contact person mentioned below, for publication on 15 March 2022, at 08:00 a.m. CET.

For further information:

Peter Strand, CEO of SLP, mobile: +46 (0)705 88 16 61

Important information:

This press release is not an offer to sell or a solicitation of any offer to buy any securities issued by Swedish Logistic Property AB (“SLP” or the “Company”) in any jurisdiction.

Copies of this press release are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. SLP does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this press release will be made by means of a prospectus that will be published on SLP’s website, https://slproperty.se/, following approval from the Swedish Financial Supervisory Authority. This press release is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State, 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 prospectus and potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. Any approval by the Swedish Financial Supervisory Authority of a prospectus should not be understood as an endorsement of the securities that are the subject of such prospectus.

In any EEA Member State other than Sweden (each, a “Relevant Member State”), this press release is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of article 2(e) of the Prospectus Regulation, that is, only to investors who can receive the offer without an approved prospectus in such Relevant Member State.

The contents of this press release have been prepared by and is 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.

This press release is only being distributed to and is only directed at (a) persons who are located outside the United Kingdom, or (b) persons who are located in the United Kingdom that either (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities or other persons to whom this press release may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This press release 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 available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.

Carnegie Investment Bank AB (publ) (“Carnegie”) and Nordea Bank Abp, filial i Sverige (“Nordea”) are financial advisors to and are acting exclusively for the Company and no one else in connection with the Offering. Carnegie and Nordea will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to in this press release.

Forward-looking statements:

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, "continue", “should” and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although SLP 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 and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice.

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