Fagerhult Announces Rights Issue of Approximately SEK 2,213 Million

HABO, Sweden, April 26, 2019 /PRNewswire/ -- The board of directors of Aktiebolaget Fagerhult (publ) (the "Company" or "Fagerhult"), has on 26 April 2019 resolved, based on the authorization from the extraordinary general meeting on 7 February 2019, on a new share issue with pre-emptive rights for Fagerhult's shareholders of approximately 2,213 MSEK to raise capital to repay the bridge loan facility which was used to finance part of the acquisition of Italian lighting company iGuzzini illuminazione and provide Fagerhult with financial flexibility for future strategic initiatives.

Summary 

1. Shareholders in Fagerhult have pre-emptive rights to subscribe for two (2) new shares for each five (5) existing shares, i.e. a subscription ratio of 2:5.
2. The subscription price is SEK 44 per new share, which results in total proceeds from the issue of approximately SEK 2,213 million before issue expenses, provided that the rights issue is fully subscribed for.
3. The record date for participation in the rights issue is 6 May 2019 and the subscription period will run from 8 May 2019, up to and including 22 May 2019.
4. The last day of trading in the Fagerhult share including the right to receive subscription rights is 2 May 2019.  
5. In total, 54.8 percent of the shares in the rights issue are covered by subscription commitments and declarations of intent from existing shareholders to subscribe for their respective pro-rata shares of the rights issue^[1].

Terms for the right issue

Those who are registered by Euroclear Sweden AB as shareholders in Fagerhult on the record date, 6 May 2019, have pre-emptive rights to subscribe for shares in the rights issue. Each share in Fagerhult will entitle the holder to one (1) subscription right. Five (5) subscription rights entitle the holder to subscription of two (2) new shares. In addition, investors are offered the opportunity to subscribe for new shares without subscription rights. 

The record date at Euroclear Sweden AB for determining who is entitled to receive subscription rights is 6 May 2019. The shares are traded including the right to participate in the rights issue until 2 May 2019. 

The subscription price is SEK 44 per new share. Provided that the rights issue is fully subscribed for, the share capital will be increased by SEK 28,502,221.54 through the issuance of 50,298,038 new shares. The rights issue, if fully subscribed for, will raise total proceeds of approximately 2,213 MSEK for Fagerhult prior to issue expenses.

Subscription of shares shall be made during the period from 8 May 2019 up to and including 22 May 2019. The board of directors of Fagerhult is entitled to extend the subscription period. Any extension of the subscription period will be announced by the Company no later than on 22 May 2019.

Shareholders who choose not to participate in the rights issue will have their shareholdings diluted by up to approximately 29 percent, but they will have the opportunity to be compensated financially for the dilutive effect by selling their subscription rights. Trading in subscription rights will take place on Nasdaq Stockholm during the period from 8 May 2019 up to and including 20 May 2019.

Complete terms and conditions for the rights issue and other information about Fagerhult will be disclosed in a prospectus published before the commencement of the subscription period.

Subscription commitments and declarations of intent

Fagerhult's largest shareholder Investment AB Latour has undertaken to subscribe for its pro-rata share of the rights issue and Lannebo Fonder and Swedbank Robur Fonder have expressed that they have the intention to subscribe for their respective pro-rata shares of the rights issue. The commitment from Investment AB Latour and the declarations of intent from Lannebo Fonder and Swedbank Robur Fonder represents in total 54.8 percent of the shares in the rights issue.

Timetable

Financial and legal advisor

Handelsbanken Capital Markets is financial adviser in connection with the rights issue. Wesslau Söderqvist Advokatbyrå and Vinge are legal advisers.

Habo, 26 April 2019

Aktiebolaget Fagerhult (publ)

For further information, please contact:

Bodil Sonesson
CEO,
mobile: +46 72223 7602
e-mail: [email protected]

Michael Wood
CFO,
mobile: +46 73 087 46 47
e-mail: [email protected]

This is information that Aktiebolaget Fagerhult (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the persons set out above, at 10.30 CET on 26 April 2019.

IMPORTANT INFORMATION

This press release is not an offer to subscribe for shares in Fagerhult and investors should not subscribe for or purchase any securities, except on the basis of information provided in the coming prospectus.

This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Japan or Canada or in any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares ("BTA") or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such action would require additional prospectuses, registration or other measures other than those pursuant to Swedish law. The prospectus, application form and other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such measures set forth in the preceding sentence or be in violation of the regulations of such country.

The new shares, BTAs and subscription rights have not been recommended or approved by any United States federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Fagerhult have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities legislation in any state of the United States, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Company has not authorised any offer of the securities referred to herein to the public in any country in the European Economic Area ("EEA") other than Sweden. In other member states in the EEA, the securities may only be offered to (a) any legal entity which is a qualified investor as defined in the Directive 2003/71/EC (the "Prospectus Directive"); or (b) any person falling within Article 3(2) of the Prospectus Directive.

In the United Kingdom, this communication is only being distributed to, and is only directed at "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") 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. Any person who is not a relevant person should not take any action on the basis of this communication and should not act or rely on it or any of its contents.

This press release may contain forward-looking statements which reflect Fagerhult's current view on future events and financial and operational development. Words such as "intend", "will", "expect", "estimate" and other expressions that 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 included in this press release speak only as of its date and are subject to change without notice.

^[1]Based on Fagerhult number of shares outstanding: the number of registered shares less repurchased own shares as of 31 March 2019

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SOURCE Fagerhult