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SHA - Intea has carried out a directed issue of 16 million B-shares, raising proceeds of SEK 1,056 million

Company: Intea Date: 2025-05-21 Language: English Register to download
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

# Intea has carried out a directed issue of 16 million B-shares, raising proceeds of SEK 1,056 million

**Intea Fastigheter AB (publ) ("Intea" or the "Company") has, in accordance with the Company's press release earlier today on May 21, 2025, completed an accelerated book building procedure and the Company's board of directors has resolved on a directed share issue of 16,000,000 B-shares at a subscription price of SEK 66.00 per B-share pursuant to the authorisation from the annual general meeting held on May 5, 2025 (the "Share Issue"). Through the Issue, Intea raises a total of SEK 1,056 million before transaction related costs.**

The subscription price represents a discount of 4.7 percent to the closing price for the B-share on Nasdaq Stockholm on May 21, 2025 (SEK 69.25), a discount of 5.0 percent in relation to the volume weighted average price (VWAP) of the B-share during the last ten trading days (SEK 69.48) and a premium of 39.0 percent to EPRA NRV per ordinary A- and B-share in Intea, which amounted to SEK 47.47 as of March 31, 2025. Several Swedish and international institutional investors, including The Third Swedish National Pension Fund, The Fourth Swedish National Pension Fund, Brummer & Partners - Listed Real Estate Mandate, C WorldWide Asset Management and Clearance Capital Limited, participated in the Share Issue.

As a result of the great interest in the Share Issue and the excess demand following the announcement of the Share Issue, in relation to the previously communicated volume of approximately 15 million B shares, the Issue was increased to 16 million B shares.

# **Background and reasons**

Intea's B-shares and D-shares were listed on Nasdaq Stockholm on December 12, 2024 (the "Listing"). In connection with the Listing, the Company carried out an offering of primarily new B-shares in an amount of SEK 2,000 million, which expanded and diversified Intea's shareholder base. Since the Listing, Intea has completed acquisitions totaling approximately SEK 755 million and added new projects within the justice category with an estimated total investment amount of approximately SEK 10.4 billion. In total, Intea's project volume as per today is estimated to approximately SEK 13.2 billion, of which approximately SEK 2.0 billion has been invested and the remaining part will be invested in projects that is estimated to be completed during the years 2025 – 2031. Intea estimates that these projects contribute to achieving the Company's financial targets of annual growth in longterm net asset value and management profit per A- and B-share of at least 12 percent over time, while gradually increasing the quality of the property portfolio and lease structure.

Intea also sees other interesting business opportunities that would also contribute to the Company's growth targets, while the Company also must consider its financial risk limitations and credit rating in order to enable effective external borrowing that remains beneficial to both Intea and its shareholders. In order to be able to actively pursue business opportunities in the current market and at the same time maintain a flexible and balanced capital structure, the Company is exploring the conditions for carrying out the Share Issue.

Overall, the board of directors assesses that the Share Issue will be able to contribute to increased profit from property management, funds from operation and net asset value per A- and B-share within the next year.

Through the Share Issue, the shareholder base has been diversified and broadened, whereby the conditions for increased liquidity in Intea's B-share are expected to improve, which is considered beneficial for both existing and new shareholders in Intea and also for the Company.

# **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 pre-emptive rights for the Company's shareholders.

The board of directors considers the reasons for deviating from the shareholders' pre-emptive rights are (i) to diversify and strengthen the Company's shareholder base with institutional investors in order to broaden the base of financially strong shareholders and strengthen the liquidity of the Company's B-shares, (ii) that a rights issue would take longer time to implement which, especially under current market conditions, would entail an exposure to potential market volatility, and (iii) that the speed of the process is considered to make it easier for the Company to actively pursue investment opportunities in the current market while at the same time maintaining a flexible and balanced capital structure. With the above considered, the board of directors has made the assessment that the reasons to carry out the Share Issue outweigh the reasons that justify the main rule of issuing shares with preemptive rights for existing shareholders and that the Share Issue is the most favourable alternative for the Company to carry out the capital raising.

### **Subscription price and number of shares**

The subscription price and the number of new B-shares have been determined through an accelerated book building procedure by DNB Carnegie and Handelsbanken Markets (together the "Joint Bookrunners"). Since the subscription price in the Share Issue has been determined through this procedure, it is the board of director's assessment that the marketability of the subscription price has been ensured by reflecting prevailing market conditions and investor demand.

The Share Issue means that the total number of shares in the Company increases by 16,000,000, from 257,306,226 to 273,306,226, divided into 6,390,000 A-shares, 207,843,936 B-shares and 59,072,290 Dshares. The total number of votes increases by 1,600,000, from 31,481,622.6 to 33,081,622.6 and the share capital increases by SEK 1,777,777.79, from SEK 28,589,580.71 to SEK 30,367,358.50. The Share Issue entails a dilution effect of approximately 5.9 percent based on the total number of shares and approximately 4.8 percent based on the total number of votes in the Company after the Share Issue.

# **Lock-up**

The Company has undertaken to, during a period of 180 calendar days after the settlement date of the Share Issue, not without the prior consent of the Joint Bookrunners, propose or issue additional Bshares or other B-share related equity securities, with certain exceptions, for example as consideration shares in connection with acquisitions.

In connection with the Listing, the Company agreed not to, without the prior consent of the Joint Bookrunners, propose or resolve on an issue of shares or other equity securities until and including June 10, 2025. The Joint Bookrunners have decided to grant an exemption from this undertaking for the purpose of the Share Issue.

Prior to the Listing, all shareholders of the Company at that time, except for shareholding employees that were not PDMR's, as well as all then board members and senior executives, entered into customary lock-up commitments for their A-shares until and including December 12, 2026, and for their B-shares until and including December 7, 2025.

### **Advisors**

DNB Carnegie and Handelsbanken Markets are Joint Bookrunners in connection with the Share Issue. Törngren Magnell & Partners is legal adviser in connection with the Share Issue.

#### **For additional information, please contact:**

Charlotta Wallman Hörlin, CEO, charlotta.wallmanhorlin@intea.se, mobile +46 733-24 50 25

#### **About Intea**

Intea invests in and manages social infrastructure for its own long-term management. As of March 31, 2025, the property portfolio's value amounted to SEK 24.1 billion, with a leasable area of 596,000 sqm. The property portfolio consists of properties and projects with public tenants, such as the judiciary, higher education, and healthcare. Read more at www.intea.se.

#### **Important information**

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Japan, Canada, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EES and no

prospectus has been published or will be published in connection with the Share Issue. In each member state of the EES, this message is only directed towards "qualified investors" in that member state in accordance with the definition in 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" (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) 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 British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a)-(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.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company's shares. Any investment decision to acquire or subscribe for new shares in the Share Issue 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 verified by the Joint Bookrunners. The Joint Bookrunners act for the Company in connection with the Share Issue and no one else. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Share Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

### **Information to investors pursuant to the Foreign Direct Investment Screening Act**

The Company considers that it carries out protection-worthy activities under the Foreign Direct Investment Screening Act (the "Swedish FDI Act") (Sw. *lag (2023:560) om granskning av utländska direktinvesteringar*). According to the Swedish FDI Act, the Company must inform presumptive investors that the Company's activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the "ISP"). An investment may be subject to mandatory filing if the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company. The investor may be imposed an administrative sanction if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) approved the investment. Each investor should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the Share Issue for the individual investor.

# **Forward-looking statements**

This press release contains forward-looking statements that reflect the Company's intentions, assessments, or expectations about the Company's future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of 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 assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these assumptions 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 the date of this press release and are subject to change. 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 this is required under law or by Nasdaq Stockholm's rulebook for issuers.

# **Information to distributors**

In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements") and to disclaim any extra-contractual, intra-contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) may otherwise be subject, the shares of INTEA have been subject to a product approval process, which has determined that these shares are: (i) suitable for a target market consisting of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II (the "Positive Target Market"); and (ii) suitable for distribution through all distribution channels permitted under MiFID II. Distributors should note that: the price of the INTEA Shares may fall and investors may lose all or part of their investment; the INTEA Shares are not subject to any guarantee of return or capital protection; and an investment in the INTEA Shares is only suitable for investors who are not in need of a guaranteed return or capital protection and who (alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such investment and have sufficient resources to bear the losses that may result from such investment. Conversely, an investment in the shares of INTEA is not suitable for investors who need full capital protection or full repayment of the amount invested, cannot bear any risk or who require a guaranteed or predictable return (the "Negative Target Market", and together with the Positive Target Market, the "Target Market"). The Target Market assessment is without prejudice to any other requirements regarding contractual, legal or regulatory sales restrictions in relation to the Share Issue. Furthermore, it should be noted that notwithstanding the Target Market assessment, the Joint Bookrunners will only provide 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 INTEA.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in INTEA and determining appropriate distribution channels.

*This information is information that Intea Fastigheter AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-05-21 22:05 CEST.*

# **Attachments**

**[Intea has carried out a directed issue of 16 million B-shares, raising proceeds of SEK 1,056](https://storage.mfn.se/ae592ee9-8b48-454a-853d-29fed7bd9521/intea-has-carried-out-a-directed-issue-of-16-million-b-shares-raising-proceeds-of-sek-1-056-million.pdf)  [million](https://storage.mfn.se/ae592ee9-8b48-454a-853d-29fed7bd9521/intea-has-carried-out-a-directed-issue-of-16-million-b-shares-raising-proceeds-of-sek-1-056-million.pdf)**