NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION, NOTICE OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER MEASURES TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of ITAB Shop Concept AB (publ) ("ITAB" or "the Company") has on 9 February 2021, as part of the recapitalisation as communicated on 4 December 2020 and with authorisation from the Extraordinary General Meeting held on 15 January 2021, resolved on a rights issue of approximately MSEK 768 (the "Rights Issue") with preferential rights for existing shareholders. The purpose of the recapitalisation is to reduce the financial leverage of the group, to invest in the One ITAB transformation plan and to provide sufficient headroom to the business given the Covid-19 situation. Through this press release, the Board of Directors also announces the terms and conditions of the Rights Issue.
Terms and conditions of the Rights Issue
Those who are registered as shareholders on the record day 16 February 2021 have preferential right to subscribe for new class B shares in proportion to the number of shares already held on the record day. For each ITAB share held (irrespective of share class), one (1) subscription right is received. One (1) subscription right entitles to subscription of one (1) new class B share in ITAB.
In the event that not all class B shares are subscribed for by virtue of subscription rights, the Board of Directors shall, within the framework of the Rights Issue, decide on the allocation of class B shares which have not been subscribed for by virtue of subscription rights. In such case, new class B shares shall firstly be allocated to those who also subscribed for class B shares by virtue of subscription rights, regardless if they were shareholders on the record date or not, and in case of oversubscription, in proportion to the number of subscription rights each have exercised for subscription of new class B shares or, to the extent this is not possible, by the drawing of lots. Secondly, allotment shall be made to others whom have subscribed for new class B shares without virtue of subscription rights, and in case of oversubscription, in proportion to the number of new class B shares specified in each subscription application or, to the extent this is not possible, by the drawing of lots. Thirdly, allotment shall be to Svolder AB, Stig-Olof Simonsson, ISTMO AB, SOMACHE AB, VIEM Invest AB, Fredrik Rapp and Andréas Elgaard in accordance with the separate guarantee undertakings they have entered into.
The subscription price is SEK 7.50 per class B share. Assuming that the Rights Issue is subscribed in full, the share capital will increase with a maximum of SEK 42,659,983.9 from the current SEK 42,659,983.9 to SEK 85,319,967.8, through a share issue of a maximum of 102,383,430 new class B shares. If the Rights Issue is subscribed in full, the Company will receive approximately MSEK 768 before transaction costs.
The record date at Euroclear Sweden for determining who is entitled to subscription rights is 16 February 2021. This means that the class B share will be traded including the right to receive subscription rights up to and including 12 February 2021.
The subscription period for new class B shares runs from and including 19 February 2021 up to and including 8 March 2021. The Board of Directors of ITAB is entitled to extend the subscription period and the time for payment which, if applicable, will be announced by the Company in a press release not later than on 8 March 2021. Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 19 February 2021 up to and including 3 March 2021. Trading in paid-up subscribed shares (Sw. betald tecknad aktie) is expected to be made on Nasdaq Stockholm from and including 19 February 2021 up to and including 16 March 2021.
Shareholders who choose not to participate in the Rights Issue will, assuming that the Rights Issue is subscribed in full, have their shareholdings diluted by approximately 50 percent, but may financially compensate for this dilution by selling their subscription rights.
The Board of Directors resolved on the Rights Issue on 9 February 2021 with authorisation from the Extraordinary General Meeting held on 15 January 2021. For further information regarding the authorisation and the recapitalisation, please see the separate notice to and communiqué from the Extraordinary General Meeting published on 15 December 2020 and 15 January 2021, respectively.
PRELIMINARY TIMETABLE FOR THE RIGHTS ISSUE
15 February Estimated date for the publication of the prospectus
15 February First day of trading in the class B share excluding right to
2021 receive subscription rights
16 February Record date for participation in the Rights Issue, i.e. holders
2021 of shares who are registered in the share register on this date
will receive subscription rights for participation in the
19 February - Trading in subscription rights
3 March 2021
19 February - Subscription period in the Rights Issue
8 March 2021
19 February - Trading in paid-up subscribed shares (Sw: betald tecknad aktie)
16 March 2021
12 March 2021 Estimated date for publication of results of the Rights Issue
Around 22 First day of trading in class B shares subscribed for by virtue
March 2021 of subscription rights
Around 30 First day of trading in class B shares subscribed without
March 2021 virtue of subscription rights
Macquarie Capital (Europe) Limited ("Macquarie Capital") is acting as the lead financial adviser to ITAB and Nordea is acting as co-adviser to ITAB. Macquarie Capital and Nordea are acting as Joint Global Coordinators and Joint Bookrunners in the Rights Issue. Macquarie Capital is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Macquarie Capital and Nordea are acting for ITAB only in connection with the Rights Issue and no one else, and will not be responsible to anyone other than ITAB for providing the protections offered to clients nor for providing advice in relation to the Rights Issue, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Vinge is acting as legal adviser to ITAB.
For further information, please contact:
ITAB Shop Concept AB
CEO Andréas Elgaard
Telephone: +46 36 31 73 00
Mobile: +46 73 232 16 35
Box 9054, SE-550 09 JÖNKÖPING
Telephone: +46 36 31 73 00
The information was submitted for publication, through the agency of the contact person set out above, at 13.30 CET on 9 February 2021.
AT ITAB we help customers turn consumer brand experience into physical reality with our know-how, solutions and ecosystem of partners. We co-create with our customers, efficient retail solutions that deliver convenient and inspiring consumer experiences. The offer includes consultative design services, custom-made interiors, checkout systems, consumer guidance solutions, professional lighting systems and interactive digital solutions for the physical store. ITAB has approximately 2,900 employees and net sales in 2020 amounted to MSEK 5,323. The company's B share is listed on Nasdaq Stockholm.
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.
This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in ITAB. Invitation to the persons concerned to subscribe for shares in ITAB will only be made by means of the prospectus that ITAB intends to publish on the Company's website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial information as well as information regarding the Company's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published by ITAB.
This press release is not directed to persons located in the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the "Securities Act") or laws applicable in other jurisdictions. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
Any offering of the securities referred to in this press release will be made by means of a prospectus. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this press release speak only as at its date, and are subject to change without notice.