Fastator carries out heavily over-subscribed directed new share issue of 1,000,000 shares and raises proceeds of approximately SEK 120 million
The board of directors of AB Fastator (publ) (“Fastator” or “the Company”) has, in accordance with what the Company announced in a press release earlier today, resolved on a new issue of 1,000,000 shares. Through the directed new share issue, which was heavily over-subscribed, Fastator will receive approximately SEK 120 million. The subscription price for the shares in the directed new share issue amounted to SEK 120 per share, which corresponds to a premium of 4.8 percent compared to the 30-day volume-weighted average price.
THIS PRESS RELEASE DOES NOT CONTAIN AND DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES. THIS PRESS RELEASE MAY NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR PUBLISHED IN OR INTO ANY JURISDICTION (INCLUDING AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEELAND, SOUTH AFRICA, SINGAPORE OR THE UNITED STATES) WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE IN CONFLICT WITH ANY APPLICABLE LAWS OR REGULATIONS OR REQUIRE ANY REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The board of directors of Fastator has, based on the authorization from the Annual General Meeting on May 6, 2020, and in accordance with what the Company announced in a press release earlier today, resolved on a new issue of 1,000,000 shares, corresponding to approximately SEK 120 million, directed to Swedish and international institutional investors (the "Directed New Share Issue"). The investors have been selected on the basis of a so-called accelerated book-building procedure carried out by the Company's financial advisor Pareto Securities AB ("Pareto Securities").
The subscription price per new share in the Directed New Share Issue amounts to SEK 120 and has been determined through the accelerated book-building procedure. Through the Directed New Share Issue, Fastator will receive approximately SEK 120 million before issue costs. The subscription price in the Directed New Share Issue entails a preimum of 4.8 percent compared to the 30-day volume-weighted average price.
Through the Directed New Share Issue, the number of shares and votes increases by 1,000,000 from 14,335,690 to 15,335,690, corresponding to a dilution effect of approximately 6.5 percent (calculated as the number of newly issued shares divided by the total number of shares in the Company after the Directed New Share Issue). The share capital increases by SEK 1,600,000.04 from SEK 22,937,104.60 to SEK 24,537,104.64.
The reason for the deviation from the shareholders' preferential rights is to broaden the ownership base in the Company among Swedish and international institutional investors and take the opportunity to raise capital on favourable terms in a time- and cost-effective manner. Furthermore, the Directed New Share Issue aims to support the portfolio companies' continued growth, where the majority will be used to accelerate the growth in the portfolio company Industrisamhället Fastigheter AB. The board of directors’ assessment is that the subscription price in the Directed New Share Issue was set in accordance with market conditions, since it was determined through an accelerated book-building procedure.
In order to facilitate the delivery of shares to investors in the Directed New Share Issue, which is expected to take place on September 10, 2020, one of the Company's major shareholders has lent 1,000,000 shares to Pareto Securities. The shares will be returned after the Directed New Share Issue has been registered with the Swedish Companies Registration Office, which is expected to take place around September 14, 2020.
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 calendar days from today. In addition, shareholding board members and persons from the Company’s management have undertaken not to sell any shares in Fastator for a period of 90 calendar days from today, with the customary exceptions.
Pareto Securities AB is Sole Manager and Bookrunner and Gernandt & Danielsson Advokatbyrå KB is legal advisor to Fastator in connection with the Directed New Share Issue.
For more information, please contact:
Joachim Kuylenstierna, CEO Fastator
+46 (0) 70 515 51 51
Svante Bengtsson, Deputy CEO Fastator
+46 (0) 70 956 67 56
Christoffer Strömbäck, CFO Fastator
+46 (0) 70 249 72 55
About AB Fastator (publ)
Aktiebolaget Fastator (publ) is an investment company specializing in the real estate sector. Fastator's business model is to found and invest in property-related companies where the Company through active ownership contributes to long-term value creation. Fastator's share has been traded on the Nasdaq First North Growth Market since September 24, 2015. The company's Certified Adviser is Erik Penser Bank AB (publ), tel. + 46 8 463 80 00, email@example.com.
This information is such information that AB Fastator (publ) is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the above contact person, for publication 7 September 2020 at 22.20.
 Chairman Björn Rosengren and board members Mats Lundberg, Carl Bildt and Anders Mossberg (board members Jacqueline Winberg and Eva Hamilton own no shares in Fastator).
 Joachim Kuylenstierna, CEO, Svante Bengtsson, Deputy CEO, and Christoffer Strömbäck, CFO.
This press release does not contain and does not constitute an offer to acquire securities.
This press release may not, directly or indirectly, be distributed or published in or into any jurisdiction (including Australia, Canada, Hong Kong, Japan, New Zeeland, South Africa, Singapore or the United States) where the distribution or publication of this press release would be in conflict with any applicable laws or regulations or require registration or any 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 may not be offered or sold, directly or indirectly, in the United States absent registration under or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This press release is not a prospectus and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the Transaction. In any EEA Member State, this press release is only addressed to and is only directed at qualified investors (as defined in EU’s 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.
In certain jurisdictions, the distribution or publication of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been distributed or published should inform themselves about and abide by such restrictions.
This press release does not constitute a recommendation to invest in the Company’s shares. The information in this press release does not purport to be full or complete. Investors may not place any reliance on the information in this press release in connection with a decision to invest in the Company’s shares. This press release does not purport to identify or suggest the risks which may be associated with an investment in the Company or the new shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the Company’s operations and publicly available information prior to any decision to invest in the Company’s shares.
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 First North Premier Growth Market's 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 Fastator 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 “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Fastator may decline and investors could lose all or part of their investment; the shares in Fastator offer no guaranteed income and no capital protection; and an investment in the shares in Fastator 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 Directed Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Pareto Securities 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 (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 Fastator.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Fastator and determining appropriate distribution channels.