SLP explores the conditions to carry out a directed new share issue of approximately 18 million shares of series B
Swedish Logistic Property AB (“SLP” or the “Company”) has appointed ABG Sundal Collier and Carnegie Investment Bank (together the “Joint Bookrunners”) to investigate the conditions for carrying out a directed new share issue of approximately 18 million shares of series B (the “Share Issue”).
The Share Issue is intended to be carried out with deviation from the shareholders' pre-emptive rights and is resolved upon by the board of directors, partly pursuant to the authorization granted by the annual general meeting on 26 April 2023 and partly subject to subsequent approval by an extraordinary general meeting. The subscription price and the total number of new shares of series B will be determined through an accelerated bookbuilding procedure which will be conducted by the Joint Bookrunners and commence immediately after the publication of this press release. The completion of the accelerated bookbuilding procedure, pricing and allotment of new shares is expected to occur before trading commences on Nasdaq Stockholm at 09.00 CET on 30 November 2023. The time for the final expression of interest, pricing and allotment in the bookbuilding procedure will be determined by the Company and the Company may at any time shorten, extend or terminate, and wholly or partially refrain from carrying out, the Share Issue. The Company will announce the outcome of the Share Issue through a press release after the bookbuilding procedure has been completed.
Background and rationale
SLP is a real estate company that acquires, develops, and manages logistic properties with sustainability in focus and with an overall objective to create shareholder value by generating an average annual growth in income from property management and net asset value per share of at least 15 percent.
Through SLP´s active acquisition strategy, the Company has completed on average one acquisition per month since the Company´s first acquisition in the beginning of 2019. In 2023, the Company has been able to take advantage of opportunities arising from deteriorating macroeconomic conditions, entailing that the Company has made acquisitions for a total of SEK 1,108 million up to 30 September 2023, which have supplemented the Company's property portfolio. During the same period, SEK 210 million has been invested in improving the property portfolio and a further SEK 929 million remains to be invested in ongoing new production.
During the fourth quarter up to and including 29 November 2023, SLP has entered into agreements to acquire four additional properties for approximately SEK 600 million with a lettable area of approximately 36,700 sq.m. and a rental value of approximately SEK 43 million. Going forward, SLP sees great opportunities to carry out attractive acquisitions in the current market and also continues to have good opportunities to finance these acquisitions with secured bank financing. SLP assesses that the demand for premises in the Company's markets is good.
In order to maintain a balanced financial risk profile, SLP carried out a directed share issue totalling SEK 550 million in May 2023, which entailed that the Company's loan-to-value ratio and interest coverage ratio, despite acquisitions and investments during the year, have remained well within the Company's financial risk limits. The proceeds from the share issue in May 2023 has been fully utilised for completed acquisitions and ongoing and approved investments. Through value-creating investments and acquisitions, profit from property management per share increased by approximately 19 percent and growth in net asset value per share increased by approximately 10 percent during the first three quarters of the year, despite the dilution of approximately 11 percent of the shares from the share issue in May 2023.
In order to enable the realisation of the value-creating investment opportunities that are deemed to exist and at the same time maintain the financial risk profile, the Share Issue is intended to be carried out to finance new investments in property acquisitions and project development and thereby create continued growth per share in both profit from property management and net asset value in line with the Company's strategy and overall objectives.
Deviation from the shareholders' pre-emptive rights
Prior to the Share Issue, the Company's board of directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with preferential rights for the Company's shareholders. The board of directors considers that the reasons for deviating from the shareholders' preferential rights are (i) to diversify and strengthen the Company's shareholder base with institutional investors in order to enhance the liquidity of the Company's shares, (ii) that a rights issue would take longer time to implement which, under current market conditions, would entail a higher exposure to potential market volatility, and (iii) that the implementation of a directed share issue can be done at a lower cost and with less complexity than a rights issue. Considering the above, the board of directors has made the assessment that a directed new issue of shares of series B with deviation from the shareholders' preferential rights is the most favourable alternative for the Company to carry out the capital raising.
Since the subscription price in the Share Issue would be determined through an accelerated bookbuilding procedure, it is the board of director's assessment that the marketability of the subscription price is ensured by reflecting prevailing market conditions and investor demand.
Extraordinary general meeting
Provided that the board of directors resolves on the Share Issue, an extraordinary general meeting will be convened to approve the tranche of the Share Issue that is not resolved upon based on the authorization granted by the annual general meeting. The Share Issue will thus consist of two separate tranches: one tranche amounting to a maximum of 4,261,185 new shares of series B based on the remaining part of the authorization granted by the annual general meeting on 26 April 2023 (“Tranche 1”) and a second tranche which will be subject to subsequent approval by an extraordinary general meeting, which is expected to be held on or around 22 December 2023 (“Tranche 2”). The implementation of each tranche is subject to the fulfilment of customary placing conditions, which for Tranche 2 include approval and publication of a prospectus for admission to trading, which is expected to take place in close connection with the extraordinary general meeting’s approval of the share issue resolution.
Voting commitments
Erik Selin, Peter Strand, Mikael Hofmann, Bergendahl & Son and Greg Dingizian, who together hold approximately 52.9 percent of the shares and approximately 76.1 percent of the votes in the Company, have undertaken to vote in favour of the approval of Tranche 2 of the Share Issue. Provided that the board of directors resolves on the Share Issue, a notice to an extraordinary general meeting to approve Tranche 2 will be published. The notice is expected to be published shortly after the announcement of the result of the accelerated bookbuilding procedure.
Lock up
Provided that the Share Issue is carried out, the Company will undertake not to, for a period of 90 calendar days following the board of directors' issue resolution, without the consent of the Joint Bookrunners, propose or issue additional shares or other financial instruments, subject to certain exceptions, such as issues under the Company's existing share-related incentive programmes.
Furthermore, the Company's board members, Mikael Hofmann (via company) and senior executives will undertake not to, subject to certain exceptions, without the consent of the Joint Bookrunners, sell or otherwise dispose of their shares in the Company during a period of 90 calendar days following the board of directors' issue resolution.
Advisers
ABG Sundal Collier AB and Carnegie Investment Bank AB (publ) act as Joint Bookrunners and Setterwalls Advokatbyrå AB is legal adviser in connection with the Share Issue.
For further information, please contact:
Tommy Åstrand, CEO, Swedish Logistic Property AB
Mobile: +46 705 455 997
Email: Tommy@slproperty.se
This information is information that Swedish Logistic Property AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 29 November 2023 17.31 CET.
About SLP – Swedish Logistic Property
Swedish Logistic Property – SLP – is a Swedish property company that acquires, develops, and manages logistic properties with sustainability in focus. Value growth is created through development of the properties which are located in Sweden's most important logistic hubs. The property portfolio comprises a lettable area of approx. 960,000 sq.m. SLP is a partner that takes responsibility and through this creates value for both tenants as well as for the Company and its shareholders. SLP's share of series B is listed at Nasdaq Stockholm Mid Cap. For further information about SLP: slproperty.se
IMPORTANT INFORMATION
This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland, the United States, or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the Share Issue in the United States or to conduct a public offering of shares in the United States.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland. There will be no public offering of the securities described herein in Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or Switzerland.
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is 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, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) 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. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
None of the Company, the Joint Bookrunners or any of their respective affiliates directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm rule book for issuers.
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 SLP 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in SLP may decline and investors could lose all or part of their investment; the shares in SLP’s offer no guaranteed income and no capital protection; and an investment in the shares in SLP 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 UK MiFIR; 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 SLP.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in SLP and determining appropriate distribution channels.
Every care has been taken into consideration when translating this press release into English. In the event of differences between the English version and the Swedish original, the Swedish version shall apply.
This disclosure contains information that Swedish Logistic Property is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 29-11-2023 17:31 CET.
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