NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Stockwik Förvaltning AB (publ) (”Stockwik” or the ”Company”) has, as communicated in the Company’s press release earlier today, resolved on a directed new share issue of 1,026,055 shares, corresponding to approximately SEK 143 million (the "Directed New Share Issue"). The subscription price of the shares in the Directed New Share Issue amounts to SEK 139 per share. A large number of Swedish and international institutional investors, including Handelsbanken Fonder and Joh. Berenberg, Gossler & Co. KG, participated in the Directed New Share Issue which was heavily over-subscribed.
The board of directors of the Company has, as announced in the Company’s press release earlier today, resolved on a directed share issue of 1,026,055 new shares with deviation from the shareholders’ preferential rights based on the authorization granted by the annual general meeting on 8 May 2020. The subscription price per new share in the Directed New Share Issue of SEK 139 was determined through an accelerated bookbuilding procedure carried out by the Company’s financial advisor Pareto Securities AB (“Pareto Securities”). The subscription price corresponds to a discount of approximately 5.4 percent compared to closing price on Nasdaq Stockholm on 13 April 2021. Through the Directed New Share Issue, Stockwik will receive approximately SEK 143 million before deduction of transaction costs.
A large number of Swedish and international institutional investors, including Handelsbanken Fonder and Joh. Berenberg, Gossler & Co. KG, participated in the Directed New Share Issue which was heavily over-subscribed.
The Company intends to use the net proceeds from the Directed New Share Issue to finance future acquisitions and general corporate purposes. The reason for carrying out the Directed New Share Issue with deviation from the shareholders' preferential rights was to diversify the ownership base in the Company among Swedish and international institutional investors as well as to raise capital in a time and cost efficient manner. Given that the subscription price in the Directed New Share Issue was determined through an accelerated bookbuilding procedure, the board of directors assesses that the subscription price was set on market terms and conditions.
In order to facilitate the delivery of shares to investors in the Directed New Share Issue prior to the registration of the Directed New Share Issue with the Swedish Companies Registration Office Marna Förvaltning AB, Mareldsvatten Sverige AB, Advisio AB, Velocita AB and Televenture Capital AS will lend 1,026,055 shares to Pareto Securities, which in turn will deliver the shares to the investors.
The admission to trading on Nasdaq Stockholm of the new shares that the Company issues through the Directed New Share Issue requires that the Company published a prospectus. Consequently, the registration of the Directed New Share Issue with the Swedish Companies Registration Office will be conditional upon this taking place. The Company expects that the Swedish Financial Supervisory Authority will approve the prospectus on or around 21 May 2021. Investors participating in the Directed New Share Issue will not be affected by this delay since they, through Pareto Securities, will receive the lent existing shares already admitted to trading on Nasdaq Stockholm. The shareholders that have lent out their shares to facilitate this delivery of shares to investors will receive their shares once the Directed New Share Issue has been registered with the Swedish Companies Registration Office.
Once the Directed New Share Issue is registered with the Swedish Companies Registration Office, the number of shares and votes in the Company will increase by 1,026,055 from 5,130,279 to 6,156,334. The share capital will increase by SEK 513,027.5, from SEK 2,565,139.555 to SEK 3,078,167.055. Accordingly, the Directed New Share Issue entails a dilution of approximately 16.7 percent of the number of shares and votes in the Company (calculated as the number of newly issued shares divided by the total number of shares in the Company after the Directed New Share Issue).
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 12 months after the announcement of the outcome of the Directed New Share Issue. Board members and management have undertaken not to sell any shares in Stockwik for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
Pareto Securities AB acts as Sole Manager and Bookrunner, Gernandt & Danielsson Advokatbyrå KB acts as legal counsel to the Company and Baker McKenzie Advokatbyrå KB acts as legal counsel to Pareto Securities in connection with the Directed New Share Issue.
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This information is such that Stockwik Förvaltning AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person below, on 13 April 2021 at 22:00 CET.
For additional information, please contact:
David Andreasson, CEO
Stockwik Förvaltning AB (publ)
Tel: +46 703 68 13 99
Stockwik enables its shareholders to be an owner of a portfolio consisting of well-run, stable and profitable, smaller, Swedish quality companies. Stockwik offers a stable platform for small businesses to grow organically and through complementary acquisitions. Stockwik captures the smaller companies' cutting-edge expertise and in return offers the security and opportunities of a larger company. The Company invests long-term and acquire companies to retain them. In the Company’s investment process, Stockwik set requirements for both quantitative parameters such as capital efficiency and qualitative values such as good business ethics and order. The Company’s work rests on three basic principles; The right people, the right values, the right companies. Stockwik is listed on Nasdaq Stockholm Small Cap with the short name STWK.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. Stockwik has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the offering of shares in Directed New Share Issue (but solely in connection with the subsequent admission to trading of the new shares on Nasdaq Stockholm). In any EEA Member State, this communication is only addressed to and is only directed to “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
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 Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States 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 additional 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.
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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed New 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 independently verified by Pareto Securities (the “Manager”). The Manager is acting for the Company in connection with the transaction and no one else and 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 Directed New Share Issue or any other matter referred to herein.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, 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.
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 Stockholm’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 Stockwik 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”) Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stockwik may decline and investors could lose all or part of their investment; the shares in Stockwik offer no guaranteed income and no capital protection; and an investment in the shares in Stockwik 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 New Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager 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 UK MiFIR; 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 Stockwik.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stockwik and determining appropriate distribution channels.
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