Share Issue/Capital Change • Dec 28, 2016
Share Issue/Capital Change
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Press release
Östersund 2016/12/28
The extraordinary general meeting held on 21 December 2016 resolved to launch a rights issue and to authorize the board of directors, or a party appointed by and within the board of directors, to decide on the final terms of the rights issue. Diös' board of directors has on 27 December 2016 utilized this authority. The intention to raise capital through a rights issue was communicated in conjunction with Diös' announcement 22 November 2016 that the company had entered into an agreement to acquire a property portfolio from Castellum for SEK 4.5bn, considered a valuation of deferred tax liabilities of SEK 0.1bn. Assuming full subscription of the rights issue, the proceeds to Diös will be approximately SEK 1,853m before issue costs. The net proceeds from the rights issue will be used to partly finance the acquisition.
Those who are registered as shareholders in Diös by Euroclear Sweden on the record date 4 January 2017 have the preferential right to subscribe for new shares in relation to the number of shares held on the record date. For each share held in Diös one (1) subscription right is obtained. Five (5) subscription rights entitle to subscription of four (4) new shares. In addition, investors are offered to subscribe for shares without subscription rights. If not all shares are subscribed for with support of subscription rights, the board of directors will resolve on the allocation of shares subscribed for without subscription rights.
Assuming the rights issue is fully subscribed, Diös' share capital will be increased by a maximum of SEK 119,566,608, from current SEK 149,457,668 to a maximum of SEK 269,024,276 through the issuance of up to 59,783,304 new shares. After the rights issue, the number of shares in Diös will amount to a maximum of 134,512,438 shares. Shareholders who choose not to participate in the rights issue will have their ownership share in Diös diluted by a maximum of approximately 44 per cent, but are able to fully or partly financially compensate themselves for this dilution by selling their subscription rights.
Östersund 2016/12/28
The new shares in Diös are issued for a subscription price of SEK 31 per share. No commission will be charged. Subscription for new shares shall be made during the period from and including 9 January 2017 up to and including 23 January 2017. Diös' board of directors has the right to extend the subscription period. Any extension will be published by Diös through a press release no later than 23 January 2017.
| 2 Jan 2017 | Last day of trading in the shares including right to participate in the rights issue |
|---|---|
| 3 Jan 2017 | First day of trading in the shares excluding right to participate in the rights issue |
| 4 Jan 2017 | Record date for the rights issue, that is, shareholders who are registered in the share register on this date will receive subscription rights that allow for participation in the rights issue |
| 5 Jan 2017 |
Estimated publication of the prospectus |
| 9 Jan – 19 Jan 2017 |
Trading in subscription rights |
| 9 Jan – 23 Jan 2017 |
Subscription period |
| Around 24 Jan 2017 |
Announcement of preliminary results of the rights issue |
| Around 26 Jan 2017 |
Announcement of final results of the rights issue |
AB Persson Invest, Backahill Inter AB and Bengtssons Tidnings Aktiebolag, which together represent approximately 36 per cent of the shares and votes in the company, have committed to subscribe for their respective pro-rata shares of the rights issue. Nordea and Swedbank have agreed to underwrite, subject to customary conditions, the remaining part of the rights issue. Thereby, the rights issue is fully guaranteed.
Nordea and Swedbank are joint global coordinators in the rights issue. Law Firm Glimstedt is legal advisor to Diös and Linklaters is legal advisor to the joint global coordinators in the rights issue.
Knut Rost, CEO: Phone: +46 10-470 95 01 E-mail: [email protected]
Rolf Larsson, CFO: Phone: +46 10-470 95 03 E-mail: [email protected]
Östersund 2016/12/28
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Diös. An invitation directed towards concerned parties to subscribe for shares in Diös will only be made through the prospectus that Diös intends to publish at the company's website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial statements as well as information regarding the company's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus. Accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published.
This press release may not be published or distributed in jurisdictions that are subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where or to persons to whom the offer or sale of the subscription rights, paid subscribed shares (Sw. BTA) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law.
The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.
In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in Sweden and the member states who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
Östersund 2016/12/28
No subscription rights, paid subscribed shares (BTAs) or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States. In the United States (including its territories and possessions, any state of the United States and the District of Columbia) any offering will only be of subscription rights and paid subscribed shares (Sw. betalda tecknade aktier) made by the Company to a limited number of existing shareholders who are reasonably believed to be qualified institutional buyers (as defined in Rule 144a under the Securities Act) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and who have executed and returned an investor letter to the Company. 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.
This press release may contain certain forward-looking statements which reflect Diös current view on future events and financial and operational development. Words such as "intend", "will", "expect", "anticipate", "may", "plan", "estimate" and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.
This information is information that Diös Fastigheter AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation, the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted, through the agency of the contact persons above, for publication at 08.00 on December 28, 2016.
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