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Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company") has, in accordance with the Company's press release earlier today, completed an accelerated book building procedure and resolved on a directed share issue of 8,804,348 shares at a subscription price of SEK 92 per share (the "Directed Share Issue"), which was oversubscribed. A number of Swedish and international institutional investors, including AP3, AP4, Carnegie Fonder, Clearence Capital Limited, Columbia Threadneedle, Länsförsäkringar Fondförvaltning and Sensor Fonder participated in the Directed Share Issue.
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The Directed Share Issue
The board of directors of Cibus has resolved on the Directed Share Issue which was directed to Swedish and international institutional, and other qualified, investors, conditional upon the approval by the extraordinary general meeting to be held on 20 April 2023. The Directed Share Issue comprises 8,804,348 new shares at a subscription price of SEK 92 per share and the Company will hereby raise approximately SEK 810 million before transaction related costs. Cibus carries out the Directed Share Issue in order to (i) give conditions for the Company to repurchase in full or in part the Company's bond loan and/or in another way manage the repayment of upcoming bond maturity in September 2023, (ii) reduce the Company's net debt and, as a result, the interest costs, and (iii) continue to invest in planned and value creating ESG-projects in existing properties.
The Directed Share Issue is conditional upon subsequent approval by an extraordinary general meeting, for further information, please see under the heading "Conditions for the Directed Share Issue and voting undertakings".
The board of directors has carefully considered the possibility to raise capital by means of a rights issue and has made the assessment that, for several reasons, it is currently and in light of the prevailing market conditions more favourable for the Company and the shareholders to raise capital by means of a directed share issue. The time efficiency of a directed share issue procedure gives the Company the conditions to, provided that market conditions are deemed favourable, to repurchase, in full or in part, the Company's outstanding bond loan in the total nominal amount of EUR 61.8 million, which matures in September 2023 and/or repay the outstanding bond loan upon maturity, and otherwise manage future debt maturity in an appropriate way. A directed share issue also gives the Company an opportunity to broaden its shareholder base with additional institutional investors and leverage the interest from investors that the Company has experienced. A rights issue would take significantly longer time to complete, which would decrease the Company's financial flexibility and prevent the Company from benefitting from the current interest from investors to invest in the Company. A directed share issue has also been deemed to be the fastest and most efficient way to reduce the Company's net debt and, as a result, the interest cost, which is deemed particularly important taken into account the current market conditions. A rights issue would likely require significant underwriting commitments from an underwriting syndicate, considering the prevailing volatility on the market, which would entail additional costs and/or greater dilution, depending on the form of consideration that would be paid for the underwriting commitments and a rights issue would likely have to be carried out at a lower subscription price due to the discount levels applied in recent rights issues in the market.
Against this background, it is the board of directors' overall assessment that it has been in the interest of the Company and its shareholders to carry out the Directed Share Issue with deviation from the shareholders' preferential rights. The subscription price has been determined through a book building procedure and corresponds to a discount of approximately 10.3% percent in relation to the closing price of the Company's share on Nasdaq Stockholm on 23 March 2023. It is the board of directors' assessment that the issue price is on market terms, such that it reflects the current market conditions and investor demand.
A number of Swedish and international institutional investors, including AP3, AP4, Carnegie Fonder, Clearence Capital Limited, Columbia Threadneedle, Länsförsäkringar Fondförvaltning and Sensor Fonder participated in the Directed Share Issue.
Through the Directed Share Issue, the number of shares and votes in Cibus will increase by 8,804,348 from 48,441,792 to 57,246,140. The share capital will increase by EUR 88,043.48 from EUR 484,417.92 to EUR 57,246.14. The Directed Share Issue entails a dilution of approximately 15.4 percent based on the total number of shares in Cibus after the Directed Share Issue.
Conditions for the Directed Share Issue and voting undertakings
The board of directors' resolution on the Directed Share Issue is conditional upon approval by an extraordinary general meeting, which will be held on 20 April 2023, i.e. the same date as the Company's annual general meeting. A notice to the extraordinary general meeting will be published through a separate press release.
Certain existing shareholders, who together hold approximately 22.2% percent of the shares in Cibus have committed to, for the shares they hold on the record date of the extraordinary general meeting, vote in favour of the approval of the Directed Share Issue at the extraordinary general meeting.
Delivery of the subscribed shares in the Directed Share Issue is expected to be made on a delivery versus payment basis following extraordinary general meeting's approval of the Directed Share Issue. The newly issued shares are expected to not entitle to the first dividend of 0.07 EUR per share with record date 24 April 2023 proposed to the annual general meeting by the board of directors.
In connection with the Directed Share Issue, the Company's CEO, Sverker Källgården, and CFO, Pia-Lena Olofsson, have undertaken, with certain exceptions, not to sell or in other ways dispose of their shares in the Company for a period of 90 calendar days after completion of the Directed Share Issue.
The Company has also undertaken to, during a period of 90 calendar days after the Directed Share Issue has been completed, not without the consent of the managers, propose or take other measures that involve an increase in the share capital, new issues and similar measures, with certain exemptions, for example in connection with acquisitions and implementation of the Company's incentive program.
Nordea Bank Abp, filial i Sverige, Pareto Securities AB and Swedbank AB (publ) act as Joint Global Coordinators and Joint Bookrunners in connection with the Directed Share Issue. Advokatfirman Cederquist KB acts as legal adviser to the Company and Baker McKenzie acts as legal adviser to the Managers.
For additional information, please contact:
Sverker Källgården, CEO, Cibus Nordic Real Estate AB (publ)
Phone: +46 761 444 888
Pia-Lena Olofsson, CFO, Cibus Nordic Real Estate AB (publ)
Phone: +46 708 580 453
This information constitutes insider information that Cibus Nordic Real Estate AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information in this press release was submitted for publication through the agency of the contact persons set out above, for publication at the time specified by Cibus' news distributor beQuoted at the time of publication of this press release. The above persons may also be contacted for further information.
About Cibus Nordic Real Estate AB (publ)
Cibus is a real estate company listed on Nasdaq Stockholm Mid Cap. The Company's business idea is to acquire, develop and manage high quality properties in the Nordics with daily goods store chains as anchor tenants. The Company currently owns more than 450 properties in the Nordics. The main tenants are Kesko, Tokmanni, Coop Sverige, Lidl and S Group.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and the recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal 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 to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.
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 the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa 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 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.
This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Directed Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the 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" (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) 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 British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a)-(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 press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company's shares. Any investment decision to acquire or subscribe for new shares in the Directed 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 verified by the Managers. The Managers act for the Company in connection with the Directed Share Issue and no one else. The Managers 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 Share Issue or any other matter referred to herein.
This press release does not constitute a recommendation for any investors' decisions regarding the Directed Share Issue. Each investor or potential investor should conduct an examination on their own 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.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or expectations about the Company's future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of 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 assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed 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 the date of this press release 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 this is required under law or Nasdaq Stockholm's rulebook for issuers.
January - March 2023 (compared with January - March 2022)
"We look forward to stabilised interest rates and to continuing to develop Cibus as an even more attractive investment for our shareholders."
- Sverker Källgården, CEO
At the Extraordinary General Meeting on 20 April 2023 in Cibus Nordic Real Estate AB (publ) (the "Company"), the following main resolutions were made: