NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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 OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES PURSUANT TO APPLICABLE LAW. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
June 8, 2021
Green Landscaping Group AB (publ) ("Green Landscaping" or the "Company") has, as indicated in the Company's press release earlier today, carried out a directed new share issue of 1,851,852 shares, corresponding to approximately SEK 150 million (the "Directed New Share Issue"). In connection with the Directed New Share Issue, a coordinated sale of 243,170 shares from participants in the Company's outstanding incentitve program 2018/2021, corresponding to approximately SEK 19.7 million (the "Share Sale" and together with the Directed New Share Issue, the "Offering") was completed. The Share Sale was carried out to partially cover personal tax effects as well as the subscription price and costs arising from the exercise of the warrants under the incentive program. The subscription price in the Offering amounts to SEK 81.00 per share, corresponding to a discount of approximately 1.5 percent compared to closing price on Nasdaq Stockholm on 8 June 2021. The Offering was heavily oversubscribed and generated strong interest from well-renowned investors in USA, Sweden and internationally.
The board of directors of the Company has, as indicated in the Company's press release earlier today, resolved on a directed share issue of 1,851,852 new shares. The subscription price in the Offering was SEK 81.00 which has been determined through an accelerated bookbuilding procedure carried out by the Company's financial advisor Pareto Securities AB ("Pareto Securities"). It is therefore the board of directors' assessment that the terms for the Directed New Share Issue and the subscription price are in accordance with market conditions. The subscription price in the Directed New Share Issue constitutes a discount of approximately 1.5 percent compared to closing price on Nasdaq Stockholm on 8 June 2021. Through the Directed New Share Issue Green Landscaping will receive approximately SEK 150 million before deduction of transaction costs.
The reasons for the deviation from the shareholders' preferential rights are to diversify the shareholder base among reputable Swedish and international institutional investors and at the same time raise capital in a time and cost efficient manner. The net proceeds from the Directed New Share Issue are intended to strengthen the Company's financial position and enable the Company to continue executing on its acquisition strategy.
In connection with the Directed New Share Issue, as announced in the Company's press release earlier today, participants in the Company's incentive program 2018/2021, including CFO & Head of Investor Relations Carl-Fredrik Meijer, have sold 243,170 shares, corresponding to approximately SEK 19.7 million. The Share Sale was carried out to partially cover personal tax effects as well as the subscription price and costs arising from the exercise of the warrants under the incentive program. The Share Sale was carried out at the same terms as the Directed New Share Issue. The Company will not receive any proceeds from the Share Sale. Following the Share Sale, 1,200,984 warrants remain unexercised in the 2018/2021 incentive program. Outstanding warrants may be exercised up until 30 juni, 2021 and entitle the holders, if exercised, to receive 1,288,645 shares in the Company.
Through the Directed New Share Issue, the number of outstanding shares and votes will increase by 1,851,852 from 48,475,788 to 50,327,640. The share capital will increase by SEK 131,481.492 from SEK 3,441,780.948 to SEK 3,573,262.440. The Directed New Share Issue entails a dilution of approximately 3.7 percent of the number of shares and votes in the Company following the completion of 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 6 months after the announcement of the outcome of the Directed New Share Issue, however, with exemption for non-cash share issues used as consideration in connection with acquisitions. Board members, shareholding senior executives and certain larger existing shareholders, namely Byggmästare Anders J Ahlström Holding AB, Westindia AB and CapNorth Invest AB (owned by Johan Nordström), have undertaken not to sell any shares in Green Landscaping for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
AdvisersPareto Securities AB acts as Sole Manager and Bookrunner and Cirio Advokatbyrå AB acts as legal counsel to the Company.
This information is such that Green Landscaping Group 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 June 8, 2021 at 23:30 CEST.
Publication, 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, neither from Green Landscaping nor from anyone else.
This press release 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 Offering 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 information contained in this announcement is for background purposes only and does not purport to be complete. Thus, an investor should not place undue reliance on the information contained in this press release or its accuracy or completeness. Pareto Securities is acting for the Company in connection with the transaction and no one else. Pareto Securities 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 transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any investor's decision with respect to the Offering. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and in all publicly available information. The price and value of the securities can decrease as well as increase. Past performance is not a guide to future performance.
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 or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by 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 for the purposes of Regulation (EG) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Green Landscaping 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. In any EEA member state, this press release is only addressed to and is only directed at "qualified investors" in that member state within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be used by, "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 and 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 individuals 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 investments to which this press release 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 based on this press release nor act or rely on it.
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or current expectations about and targets for the Company's future results of operations, financial condition, development, 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 the fact that they contain 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, which are 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. 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 contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the European Parliament and the Council 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 Green Landscaping 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 Green Landscaping may decline and investors could lose all or part of their investment; the shares in Green Landscaping offer no guaranteed income and no capital protection; and an investment in the shares in Green Landscaping 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 Offering.
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 Green Landscaping.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Green Landscaping and determining appropriate distribution channels.