Share Issue/Capital Change • May 13, 2025
Share Issue/Capital Change
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Press release 13 May 2025
Stendörren Fasgheter AB (publ) (the "Company" or "Stendörren") has, based on the authorisaon granted by the annual general meeng on 23 May 2024 and in accordance with what the Company indicated in a press release earlier today, resolved to carry out a directed share issue of 1,547,000 class B shares at a subscripon price of SEK 194 per share (the "Directed Share Issue"). Through the Directed Share Issue, Stendörren will obtain approximately SEK 300 million before transacon costs.
The subscripon price per share represents a discount of approximately 3.5 percent in relaon to the closing price of Stendörren's shares on Nasdaq Stockholm on 13 May 2025. The subscripon price in the Directed Share Issue was determined through an accelerated bookbuilding procedure led by Skandinaviska Enskilda Banken AB and Swedbank AB (publ) (together the "Joint Bookrunners") and was, accordingly, in the assessment of the board of directors set on market terms and condions.
A number of Swedish and internaonal instuonal investors parcipated in the Directed Share Issue, including EQT Exeter1 , SEB Asset Management, Alra, Länsförsäkringar Fondförvaltning, Fjärde APfonden and Carnegie Fonder.
Stendörren connues to see aracve opportunies in the market, both in terms of acquisions and projects, and the Company is well posioned to connue to execute on the growth strategy. So far this year, Stendörren has completed several acquisions of separate properes in the Helsinki and Copenhagen regions totalling approximately SEK 345 million and since the middle of last year, the Company has completed 11 acquisions of 17 properes for a total of SEK 1.5 billion at a property yield of 7.0 percent. In addion to acquisions, Stendörren connues to capitalise on its project pipeline and has completed projects comprising 18,900 sqm of new logiscs and light industrial properes during the last four quarters. The projects generate an average yield of 8.4 percent, excluding the value of the building rights, and the implicit building rights value to book value was 1.9x. The above acquisions and completed projects, during the last four quarters, amounts to SEK 1.8 billion at a yield of 7.2 percent. As of 31 March 2025, Stendörren had 8 ongoing projects totalling approximately 39,300 sqm with a total esmated investment volume of around SEK 799 million, of which SEK 504 million remain to invest. All ongoing projects can be completed during 2025 and 2026, where the pace will depend on leng. The proceeds from the Directed Share Issue are intended to be
1 Through Stendörren Real Estate AB, a Swedish private limited liability company (Sw. privat akebolag) controlled by EQT Real Estate II ("EQT Exeter").
used to finance growth and to capitalise on investment opportunies within warehouse, logiscs and light industrial by compleng property acquisions and investments in project development.
Prior to the Directed Share Issue, the Company's board of directors has made an overall assessment and carefully considered the possibility to raise capital through a rights issue. The board of directors considers that the reasons for deviang from the shareholders' preferenal right are (i) to strengthen the Company's shareholder base with Swedish and internaonal instuonal investors and to strengthen the share's liquidity, (ii) that a rights issue, compared to a directed share issue, would take a significantly longer me to complete and entail a higher risk for a materially adverse effect on the share price, (iii) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue and in light of the market volality, the board of directors has assessed that a rights issue also entails a risk of not becoming fully subscribed and would require a rather significant underwring from a guarantor syndicate that would entail addional costs, and (iv) to be able to act swily on investment opportunies in line with the Company's growth strategy. Considering the above, the board of directors has made the assessment that a directed share issue with deviaon from the shareholders' preferenal right is the most favourable alternave for the Company, creates value for the Company and is in the best interest of the Company's shareholders. The board of directors of Stendörren believes that there is a value to current shareholders parcipang in the Directed Share Issue since, the Directed Share Issue, among other things, is carried out at a higher subscripon price, which is in the interest of both the Company and the shareholders.
Through the Directed Share Issue, Stendörren will obtain approximately SEK 300 million before transacon costs. Aer the Directed Share Issue, the total number of shares in the Company will amount to 32,605,473 (distributed between 2,500,000 class A shares and 30,105,473 class B shares) and the share capital will increase from SEK 18,635,083.80 to SEK 19,563,283.80. The Directed Share Issue entails a diluon effect of approximately 4.7 percent based on the total number of shares in Stendörren aer the Directed Share Issue and approximately 2.8 percent based on the total number of votes in Stendörren aer the Directed Share Issue.
The Company has undertaken to, during a period of 90 days aer the Directed Share Issue has been completed, not without the consent of the Joint Bookrunners, propose or take other measures that involve an increase of the share capital, new share issues and similar measures, with certain excepons, for example in connecon with acquisions. In addion, the members of the Company's board of directors and management, along with the Company's main shareholders' EQT Exeter and Alra, have undertaken, with certain excepons (including, with respect to EQT Exeter and Alra, providing for the ability to pledge the shares), not to sell or in other ways dispose of their shares in the Company for a period of 90 days aer compleon of the Directed Share Issue.
In conjuncon with the Directed Share Issue, the Company has engaged Skandinaviska Enskilda Banken AB and Swedbank AB (publ) as Joint Bookrunners. Advokairman Vinge is acng as legal adviser to the Company and Roschier Advokatbyrå is acng as legal adviser to the Joint Bookrunners.
Erik Ranje, CEO, [email protected] or telephone + 46 8 518 331 00 Per-Henrik Karlsson, CFO, [email protected] or telephone +46 72 158 70 92
This informaon is informaon that Stendörren Fasgheter AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulaon. The informaon was submied for publicaon, through the agency of the contact persons set out above, at 22:50 CEST on 13 May 2025.
Stendörren Fasgheter AB (publ) is an expansive property company in logiscs, warehouse and light industrial in Nordic growth regions. The company is listed on Nasdaq Stockholm Mid Cap. The business concept is to create profitable growth in net asset value. This is achieved through value-creang acquisions, capitalising on the posive rental growth that follows the urbanisaon of metropolitan regions and by developing exisng assets, including the company's extensive and unique building rights porolio.
For more informaon about Stendörren Fasgheter AB (publ), see hp://www.stendorren.se/en/
The release, announcement or distribuon of this press release may, in certain jurisdicons, be subject to restricons and the recipients of this press release in jurisdicons where this press release has been published or distributed shall inform themselves of and follow such restricons. The recipient of this press release is responsible for using this press release, and the informaon contained herein, in accordance with applicable rules in each jurisdicon. This press release does not constute an offer, or a solicitaon of any offer, to buy or subscribe for any securies in Stendörren in any jurisdicon, neither from Stendörren nor from someone else. The Joint Bookrunners are acng for the Company in connecon with the Directed Share Issue and no one else and will not be responsible to anyone other than the Company for providing the protecons afforded to its clients nor for giving advice in relaon to the Directed Share Issue or any other maer referred to herein.
Any investment decision in connecon with the Directed Share Issue must be made on the basis of all publicly available informaon relang to the Company and the Company's shares. Such informaon has not been independently verified by the Joint Bookrunners. The informaon 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 informaon contained in this announcement or its accuracy or completeness.
This press release does not constute or form part of an offer or solicitaon to purchase or subscribe for securies in the United States. The securies referred to herein may not be sold in the United States absent registraon or an exempon from registraon under the U.S. Securies Act of 1933, as amended (the "Securies Act"), and may not be offered or sold within the United States absent registraon or an applicable exempon from, or in a transacon not subject to, the registraon requirements of the Securies Act. The securies referred to herein have not been registered under the Securies Act and there is no intenon to register any securies referred to herein in the United States or to make a public offering of the securies in the United States. The informaon 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, the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, South Africa, Switzerland or in any other jurisdicon where such announcement, publicaon or distribuon of the informaon would not comply with applicable laws and regulaons or where such acons are subject to legal restricons or would require addional registraon or other measures than what is required under Swedish law. Acons taken in violaon of this instrucon may constute a crime against applicable securies laws and regulaons.
This announcement is not a prospectus for the purposes of Regulaon (EU) 2017/1129 of 14 June 2017 (the "Prospectus Regulaon") and has not been approved by any regulatory authority in any jurisdicon. Stendörren has not authorized any offer to the public of shares or other securies in any member state of the EEA. In any EEA Member State, this communicaon is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulaon.
In the United Kingdom, this document and any other materials in relaon to the securies described herein is only being distributed to, and is only directed at, and any investment or investment acvity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulaon as it forms part of domesc law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), who are (i) persons having professional experience in maers relang to investments who fall within the definion of "investment professionals" in Arcle 19(5) of the Financial Services and Markets Act 2000 (Financial Promoon) Order 2005 (the "Order"); or (ii) high net worth enes falling within Arcle 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 acvity to which this communicaon relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any acon on the basis of this press release and should not act or rely on it.
Solely for the purposes of the product governance requirements contained within: (a) EU Direcve 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Arcles 9 and 10 of Commission Delegated Direcve (EU) 2017/593 supplemenng MiFID II; and (c) local implemenng 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 Stendörren have been subject to a product approval process, which has determined that such shares are: (i) compable with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterpares, each as defined in MiFID II; and (ii) eligible for distribuon through all distribuon channels as are permied by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Stendörren may decline and investors could lose all or part of their investment; the shares in Stendörren offer no guaranteed income and no capital protecon; and an investment in the shares in Stendörren is compable only with investors who do not need a guaranteed income or capital protecon, who (either alone or in conjuncon with an appropriate financial or other adviser) are capable of evaluang 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 restricons in relaon to the Directed 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 counterpares. For the avoidance of doubt, the Target Market Assessment does not constute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendaon to any investor or group of investors to invest in, or purchase, or take any other acon whatsoever with respect to the shares in Stendörren. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stendörren and determining appropriate distribuon channels.
This press release contains forward-looking statements that reflect the Company's intenons, beliefs, or current expectaons about and targets for the Company's future results of operaons, financial condion, liquidity, performance, prospects, ancipated growth, strategies and opportunies and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be idenfied by words such as "believe", "expect", "ancipate", "intend", "may", "plan", "esmate", "will", "should", "could", "aim" or "might", or, in each case, their negave, or similar expressions. The forward-looking statements in this press release are based upon various assumpons, many of which are based, in turn, upon further assumpons. Although the Company believes that the expectaons 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 assumpons or esmates and are subject to risks and uncertaines, 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, uncertaines, conngencies, and other important factors could cause actual events to differ materially from the expectaons expressed or implied in this release by such forwardlooking statements. The Company does not guarantee that the assumpons underlying the forwardlooking 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 informaon, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without noce. 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 relaon to the content of this press release, unless it is not required by law or Nasdaq Stockholm rule book for issuers.
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